W - 420 · COURIER If undelivered please return this copy to the following address : GSS Infotech...

COURIER

If undelivered please return this copy to the following address :

GSS Infotech Ltd.CIN : L72200TG2003PLC041860

Level – 3 and 4, Brigade Towers, Plot no. 30 and

31, Financial District, Nanakramguda, Gachibowli,

Hyderabad – 500032, Telangana State, India.

Ph: +914044556600, Fax: +914040028703

website: www.gssinfotech.com

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1 Annual Report 2015-16

Vision & MissionTo be a choice of providers in the SMB market segment forcloud enablement services

“Provide Innovative Managed IT Services at a CommittedQuality and Optimal Cost leveraging Technology, ThoughtLeadership and Global Delivery Model”

Core values❖ Entrepreneurship

❖ Integrity

❖ Pursuit of Excellence


GSS Infotech – A Snapshot❖ One of the fastest growing Managed IT Services Companies in India

❖ A Global organization with operations in US & India

❖ Strong Business Acumen with Technology Leadership

❖ World-class delivery engine delivering solutions to Fortune 500 companies and Global 1000Companies

❖ SEI-CMMi Level-5 company, ITIL compliant processes, ISO 9001 and 27001 certifications

❖ Ranked in Forbes Asia’s best 200 under $ 1 billion companies in 2010 for the third consecutive yearafter 2008 and 2009

❖ Global Operations Command Center (GOCC) and remote delivery center in Hyderabad, India

❖ wholly owned subsidiary in India providing best in class Healthcare support services to prospectiveclients

❖ Empowering SMEs globally, through 5 Business /Development Centers

❖ Best-in-class top tier technology alliances and domain intensive Centers of Excellence

❖ Highly capable global team

❖ 7 Acquisitions in the last seven years


Contents Page Nos.

Corporate Information 4

Notice of the Annual General Meeting 5

Board’s Report 12

Management Discussion and Analysis Report 38

Report on Corporate Governance 55

Auditors’ Report on Consolidated Financial Statements 76

Consolidated Financial Statements 80

Auditors’ Report on Standalone Financial Statements 99

Standalone Financial Statements 105

Proxy Form 125

Attendance Slip 127


Board of DirectorsMr. Keerthy Jaya TilakChairman, Non-Executive & Independent Director

Mr. Bhargav MarepallyCEO & Managing Director

Mr. Ramesh YerramsettiNon-Executive, Non-Independent Director

Mr. Mark SilgardoNon-Executive, Non-Independent Director

Mr. Madhukar ShethNon-Executive, Non-Independent Director

Mr. Patri VenkataRamakrishna PrasadNon-Executive, Non-Independent Director

Mrs. Nagajayanthi Das Juttur RagavendraNon-Executive, Independent Director

Mr. Sanjay HedaChief Financial Officer

Mrs. Esha SinhaCompany Secretary & Compliance Officer

BankersBank of IndiaAxis Bank Limited

Committees of Board of DirectorsAudit CommitteeMr. Keerthy Jaya TilakMrs. Nagajayanthi Das Juttur RagavendraMr. Bhargav Marepally

Nomination and Remuneration CommitteeMr. Patri VenkataRamakrishna PrasadMr. Keerthy Jaya TilakMrs. Nagajayanthi Das Juttur RagavendraMr. Madhukar Sheth

Stakeholders Relationship CommitteeMr. Madhukar ShethMrs. Nagajayanthi Das Juttur RagavendraMr. Bhargav Marepally

Statutory AuditorsM/s. Sarath & AssociatesChartered Accountants, 4th floor, Mass heights,H.NO.8-2-577/B, Road No.8, Banjara Hills,Hyderabad - 500034. Telangana State

Registered OfficeCIN: L72200TG2003PLC041860Level – 3 and 4, Brigade Towers, Plot no. 30 and31, Financial District, Nanakramguda, Gachibowli,Hyderabad – 500032, Telangana State, IndiaPh: +914044556600 Fax:+914040028703website: www.gssinfotech.com

Registrar and Share Transfer AgentsBigshare Services Private LimitedE-2 & 3, Ansa Industrial Estate, Saki Vihar Road,Saki Naka, Andheri(E),Mumbai–400072,IndiaTel:+912240430200, Fax:+912228475207

Corporate Information


Notice of Annual General Meeting (AGM)

Notice is hereby given that the 13th Annual General Meeting (AGM) of the members of GSS Infotech Limited will be held onFriday, the 30th Day of September, 2016, at 10.30 A.M at Ellaa Suites, Lotus Hall, Hill Ridge Springs, 25 Kancha, Gachibowli, ISBRoad, Hyderabad - 500 032 to transact the following business:

Ordinary Business:

1. To receive, consider and adopt:a) The audited financial statement of the Company for the financial year ended 31st March, 2016 and the reports of the

Board of Directors and the report of the Auditors thereonb) The audited consolidated financial statement of the company for the financial year ended 31st March, 2016 and the

report of the Auditors thereon.

2. To appoint a Director in the place of Mr. Mark Silgardo (DIN: 02298310), who retires by rotation, and being eligible, offershimself for Re-appointment and in this regard, pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Mark Silgardo (DIN: 02298310),who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

3. To appoint Auditors and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or withoutmodification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 readwith Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof forthe time being in force), M/s. Sarath and Associates, Chartered Accountants (Firm Registration Number 005120S) be andare hereby appointed as the Auditors of the Company to hold office from the conclusion of the 13th Annual GeneralMeeting till the conclusion of the 16th Annual General Meeting of the Company to be held in the year 2019, on suchremuneration as shall be fixed by the Board of Directors of the Company in addition to the out of pocket expenses as maybe incurred by them during the course of Audit”

Special Business:

4. To re-appoint Mr. Bhargav Marepally as Managing Director for a period of five years and in this regard to consider andif thought fit to pass the following resolution with or without modification(s) as an Ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and other applicable provisions, if any, read withprovisions of Schedule V of the Companies Act, 2013, the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 and such other approvals, permissions and sanctions, as may be required, consent of theCompany be and is hereby accorded for the re-appointment of Mr. Bhargav Marepally (DIN: 00505098) as ManagingDirector of the Company for a period of five years with effect from 01st June, 2016 to 31st May, 2021, without remunerationand he shall have the right to manage the day-to-day business and affairs of the Company subject to the superintendence,guidance, control and direction of the Board of Directors of the Company.”

“RESOLVED FURTHER THAT Mr. Bhargav Marepally shall have the right to exercise such powers of Management of theCompany as may be delegated to him by the Board of Directors, from time to time”.

“RESOLVED FURTHER THAT the Board of Directors of the Company and/or the Company Secretary of the Company be andare hereby authorized severally to take such steps as it may consider necessary, proper or expedient to give effect to theaforesaid resolution.”


5. To approve offer or invitation to subscribe to Non-Convertible Debentures on private placement and in this regard, passthe following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 42, 71 and other applicable provisions, if any, of the CompaniesAct, 2013 (‘the Act’) and the Rules made thereunder, Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations, 2008, including any amendment, modification, variation or re-enactment thereof and the provisionsof the Memorandum and Articles of Association of the Company and subject to such other approval(s), consent(s),permission(s) and sanction(s) as may be necessary, consent of the Members be and is hereby accorded to the Board ofDirectors (hereinafter referred to as the “Board”, which term shall be deemed to include any Committee of the Boardconstituted to exercise its powers, including the powers conferred by this Resolution) for issuing, making offer(s) orinvitation(s) to subscribe to Non-Convertible Debentures (‘NCDs’) on private placement, in one or more tranches, suchthat the total amount does not exceed Rs.479.15 Crores during a period of one year from the date of passing of thisResolution”.

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorised todetermine the terms of issue, including the class of investors to whom the NCDs may be issued/offered, time, type, numberof NCDs, tranches, issue/offer price, tenor, interest rates, premium/discount on redemption, listing, and to appointDebenture Trustees and/or Registrar & Transfer Agents, if necessary, and to do all such acts, deeds and things and dealwith all such matters as may be necessary in this regard.”

By Order of the Board of Directors

Keerthy Jaya TilakDate: 13th August, 2016 ChairmanPlace: Hyderabad

Route Map for the venue of Annual General Meeting


Explanatory Statement (pursuant to section 102 (1) of the Companies Act, 2013)

ITEM No 4:

The Board of Directors of the Company in its meeting held on 30th May, 2016, re-appointed Mr. Bhargav Marepally, as theManaging Director of the Company without remuneration for a period of 5 years from 01st June, 2016 to 31st May, 2021, asrecommended by the Nomination and Remuneration Committee of the Board of Directors. Since Mr. Bhargav Marepally is nota resident of India in accordance with Schedule V of the Companies Act, 2013, the Company is in the process of CentralGovernment approval for his re-appointment as Managing Director of the Company.

Broad particulars of the terms of re-appointment of and remuneration payable to Mr. Bhargav Marepally are as under:a) The Appointment of Mr. Bhargav Marepally shall be governed by this memorandum containing the terms and conditions

of appointment which can be amended from time to time by the Board of Directorsb) The period of appointment is for 5 years with effect from 01st June, 2016c) There shall be no remuneration to be drawn by Mr. Bhargav Marepally in terms of the Companies Act, 2013.d) Mr. Bhargav Marepally is entitled to do all the activities and acts, as may be delegated to him from time to time apart from

the general functions, which is a Managing Director of the Company is entitled to under law in India for the day-to-dayrunning and functioning of the Company

e) This Memorandum may be terminated by the Company at any time by providing a two years prior written notice to theManaging Director, with or without cause.

f) He shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions,costs, charges, losses, damages and expenses which he may incur or sustain by or by reason of any bona fide and goodfaith act done, concurred in or omitted in the execution of his duty.

g) It is explicitly provided that for matters not provided in this memorandum and for any matters containing ambiguity ininterpretation with regard to appointment of Mr. Bhargav Marepally, the same shall be referred to the Board of Directorsfor necessary directions.

The above is the written memorandum setting out the terms of re-appointment of Mr. Bhargav Marepally, under Section 190 ofthe Companies Act, 2013.

Brief resume of Mr. Bhargav Marepally is given below:Name of the Director Mr. Bhargav MarepallyDate of Birth 27.08.1971Qualification M.Sc. and Masters in Management Studies from BITS PilaniExperience Bhargav Marepally, the CEO and founder of GSS Infotech comes with

20 years of experience in the IT Services Industry. He is a member ofmany technology and management associations worldwide. He wasalso nominated for “The Entrepreneur of the Year” contest by Ernst &Young in 2005. He has been awarded the “Udyog Rattan Award” onApril 11, 2008, in recognition of his significant contribution to thecountry’s IT industry. This award also recognizes his outstandingperformance as the Best Manager for putting GSS on the expresselevator to growth.

Shareholding in GSS Infotech Limited as onMarch 31, 2016 4992 sharesInterest in Companies and nature of Interest:GSS Healthcare IT Solutions Private Limited - DirectorGSS IT Solutions Private Limited - DirectorBM Technologies Private Limited - DirectorBM Energy Private Limited - Director


ITEM No 5:

The members of the Company, at the twelfth Annual General Meeting held on 30th September, 2015, had passed a specialresolution authorising the Board of Directors of the Company to borrow any sum or sums of money for the business of theCompany, from time to time, in Indian or Foreign currency or both, whether by way of cash credit, advance or deposit, loans orbill discounting or otherwise or by way of issue of debentures/bonds or any other security(ies), from time to time from anyBank(s)/Financial Institutions(s) or any other Institution(s), firms, body corporate(s) or other person(s), in India or abroadfrom any one or more of the Company’s Bankers and / or from any one or more other persons, firms, bodies corporate orfinancial institutions and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge of the Company’sassets and properties whether movable, immovable including intangibles, or stock-in-trade (including raw materials, stores,spare parts and components in stock or in transit) and work-in-progress and all or any of the undertakings of the Company notwithstanding that the moneys to be borrowed together with the moneys already borrowed by the Company (apart from temporaryloans obtained from the Company’s bankers in the ordinary course of business) will or may exceed the aggregate of the paid-up capital of the Company and its free reserves, that is to say reserves not set apart for any specific purpose but, so however,that the total amount upto which the moneys may be borrowed by the Board of Directors and outstanding at any time shall notexceed Rs. 500 Crores (Rupees Five Hundred Crores only).

Persuant to the above authorisation, the Company has decided to make private placement of redeemable non-convertibledebentures. The Board may, at an appropriate time, consider offering or inviting subscriptions for secured/ unsecured redeemablenon-convertible debentures, in one or more series / tranches, on private placement, issuable / redeemable at par, in order toaugment long-term resources for financing inter alia the ongoing capital expenditure and for general corporate purposes.

Section 71 of the Act which deals with the issuance of debentures read with Section 42 of the Act which deals with the offer orinvitation for subscription of securities of a company on private placement and Rule 14 of the Companies (Prospectus andAllotment of Securities) Rules, 2014 provide that a company which intends to make a private placement of its non-convertibledebentures, shall, before making an offer or invitation for subscription, obtain approval of its shareholders by means of aspecial resolution. It shall be sufficient if the company passes a special resolution only once in a year for all the offers orinvitations for such non-convertible debentures during the year.

Keeping in view the above, consent of the members is sought for passing the Special Resolution as set out at Item No. 5 of theNotice. This enabling resolution authorises the Board of Directors of the Company to offer or invite subscription for redeemablenon-convertible debentures, as may be required by the Company, from time to time and as set out herein, for a year from thedate of passing this resolution.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested,financially or otherwise, in the resolution set out at Item No. 5 of the Notice.

The Board commends the Special Resolution set out at Item No. 5 of the Notice for approval by the members.

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) OF THE COMPANY MAY APPOINT APROXY TO ATTEND AND ON A POLL, VOTE INSTEAD OF HIMSELF/ HERSELF. A Proxy need not be a member of the Company. Theinstrument appointing the proxy should be deposited at the Registered Office of the Company not less than forty-eighthours before commencement of the AGM i.e. by 10.30 a.m. on Wednesday, 28th September, 2016. Proxies submitted onbehalf of companies, societies, etc., must be supported by an appropriate resolution/authority, as applicable. Pursuantto the provisions of Section 105 of the Companies Act, 2013, a person shall not act as a proxy for more than 50 (fifty)members and holding in aggregate not more than 10% (ten percent) of the total share capital of the Company. However, asingle person may act as a proxy for a member holding more than 10% (ten percent) of the total share capital of theCompany provided that such person shall not act as a proxy for any other person.

2. Relevant documents referred to in the accompanying Notice and the statement pursuant to Section 102(1) of the CompaniesAct, 2013 are available for inspection at the Registered Office of the Company during business hours on all days exceptSaturdays, Sundays and Public Holidays up to the date of the AGM.


3. The Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 2016 to30th September, 2016 (both days inclusive).

4. Members holding shares in electronic form are requested to inform any changes in address/bank mandate directly totheir respective Depository Participants.

5. Members are requested to hand over the enclosed Attendance Slip, duly signed in accordance with their specimensignature(s) registered with the Company for admission to the meeting hall where the AGM is proposed to be held. TheMembers are requested to fill the details i.e. folio number in case of physical shares and DP ID and Client ID numbers foridentification.

6. Corporate members intending to send their authorized representatives to attend the AGM pursuant to Section 113 of theCompanies Act, 2013 are requested to send a duly certified copy of the Board Resolution together with their specimensignatures authorizing their representative(s) to attend and vote on their behalf at the AGM, to the Company’s Registrarand Transfer Agent or to the Company’s Registered office by 10.30 a.m. on Wednesday, 28th September, 2016.

7. In terms of Section 125 of the Companies Act, 2013 and Sections 205A and 205C of the Companies Act, 1956 (including anystatutory modification(s) or re-enactment(s) for the time being in force), (including any statutory modification(s) or re-enactment(s) for the time being in force), the Company is required to transfer the amount of dividend remaining unclaimedfor a period of seven years from the date of transfer to the unpaid dividend account to the Investor Education andProtection Fund (IEPF). Members are requested to ensure that they claim the dividend(s) from the Company beforetransfer of the said amounts to the IEPF.

8. The Securities and Exchange Board of India (SEBI) has mandated submission of Permanent Account Number (PAN) by everyparticipant in the securities market. Members holding shares in electronic form are requested to submit PAN to theirDepository Participant(s) with whom they are maintaining their Demat accounts. Members holding shares in physicalform can submit their PAN details to the Company’s Registrar and Share Transfer agent or at the Company’s registeredoffice.

9. Electronic copy of the Annual Report containing the Notice of the Annual General Meeting along with the Attendance Slipand Proxy Form are being sent to the members who have registered their email ids with the Company/DepositoryParticipant(s). For members who have not registered their email ids, physical copies of the aforementioned documentsare being sent in the permitted mode.

10. Members, who have not registered their email address so far, are requested to register their email ids for receiving allcommunications including Annual Report, Notices, etc., from the Company electronically.

11. As a measure of austerity, copies of the Annual Report will not be distributed at the AGM. Members are, therefore,requested to bring their copies of the Annual Report to the Meeting.

12. Members holding shares in single name are advised to avail the facility of nomination in respect of shares held by thempursuant to the provisions of Section 72 of the Companies Act, 2013 read with the Rules issued thereunder. Membersholding shares in physical form desiring to avail this facility may send their nomination in the prescribed Form No. SH-13 duly filled to the Company’s Registrar and Share Transfer agent i.e. Bigshare Services Private Limited. Members holdingshares in electronic form may contact their respective Depository Participant(s) for availing this facility.

13. Members who wish to obtain any information on any item of business of this meeting are requested to forward the samebefore 23rd September, 2016, to the Company Secretary at the Registered Office of the Company, email :[email protected], so that the same may be attended appropriately. Relevant documents referred to in theaccompanying notice are open for inspection by the members at the Registered Office of the Company on all working daysi.e. Monday to Friday up to 29th September, 2016.

14. E-Voting:

In compliance with the provisions of section 108 of the Companies Act, 2013, Rule 20 of the Companies (Management andAdministration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules, 2015‘(Amended Rules 2015’) and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations


2015, E-voting facility is being provided to Members to exercise their right to vote on the resolutions proposed to bepassed at the 13th AGM by electronic means. The Members, whose names appear in the Register of Members/list ofBeneficial Owners as on the 27th September, 2016 at 9:00 A.M. and will end on 29th September, 2016 at 5:00 P.M. Duringthis period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on therecord date i.e. 23rd September, 2016 may cast their vote electronically. The e-voting module shall be disabled by CDSL forvoting thereafter. In addition, the facility for voting through ballot paper shall also be made available at the venue of AGMand the Members attending the 13th AGM who have not cast their vote by e-voting shall be eligible to cast their vote at the13th Annual General Meeting venue.

EVEN (E-VOTING EVENT NUMBER) COMMENCEMENT OF E-VOTING END OF E-VOTING

160823087 27th September, 2016 at 9:00 A.M. 29th September, 2016 at 5:00 P.M.

THE INSTRUCTIONS FOR MEMBERS FOR VOTING ELECTRONICALLY ARE AS UNDER:-i. Log on to the e-voting website www.evotingindia.comii. Click on “Shareholders” tab.iii. Now Enter your User ID

a) For CDSL: 16 digits beneficiary ID,b) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c) Members holding shares in Physical Form should enter Folio Number registered with the Company.

iv. Next enter the Image Verification as displayed and Click on Login.v. If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting

of any company, then your existing password is to be used.vi. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both Dematshareholders as well as physical shareholders)i. Members who have not updated their PAN with the Company/Depository Participant are requested

to use the first two letters of their name and the 8 digits of the sequence number (refer serial no.printed on the name and address sticker/Postal Ballot Form/mail) in the PAN field.

ii. In case the sequence number is less than 8 digits enter the applicable number of 0’s before thenumber after the first two characters of the name in CAPITAL letters. e.g. If your name is RameshKumar with serial number 1 then enter RA00000001 in the PAN field.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records for the saiddemat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your Demat account or in the company records forBank the said Demat account or folio #.Details# Please enter the DOB or Dividend Bank Details in order to login.

Incase either the details are not recorded with the depository or company please enter the memberid / folio number in the Dividend Bank details field.

vii. After entering these details appropriately, click on “SUBMIT” tab.viii. Members holding shares in physical form will then directly reach GSS Infotech Limited selection screen. However,

members holding shares in Demat form will now reach ‘Password Creation’ menu wherein they are required tomandatorily enter their login password in the new password field. Kindly note that this password is to be also usedby the Demat holders for voting for resolutions of any other company on which they are eligible to vote, providedthat company opts for e-voting through CDSL platform. It is strongly recommended not to share your password withany other person and take utmost care to keep your password confidential.

ix. For Members holding shares in physical form, the details can be used only for e-voting on the resolutions containedin this Notice.


x. Select the “EVEN”(EVSN 160823087) of GSS Infotech Limited. Members can cast their vote online from 27th September,2016 at 9.00 A.M. to 29th, September, 2016 at 5.00 P.M. e-Voting shall not be allowed beyond the said time.

xi. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.xii. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO

Implies that you dissent to the Resolutionxiii. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.xiv. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.xv. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify

your vote. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.xvi. For Non – Individual Shareholders and Custodians

a. Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log onto www.evotingindia.com and register themselves as Corporate.

b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].

c. After receiving the login details they have to create compliance user should be created using the admin loginand password. The Compliance user would be able to link the account(s) for which they wish to vote on.

d. The list of accounts should be mailed to [email protected] and on approval of the accountsthey would be able to cast their vote.

e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of theCustodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

xvii. In case of any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email [email protected].

xviii. Members are advised to cast their vote only through e-voting or through Poll at the AGM. In case you cast your votesthrough both the modes, votes cast through e-voting shall only be considered and votes cast at the meeting throughPoll would be rejected.In case of members receiving the physical copy:a. Please follow all steps from sl. no. (i) to sl. no. (xviii) above to cast vote.b. The voting period begins on 27th September, 2016 at 09:00 A.M. and ends on 29th September, 2016 at 05:00 p.m.

During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form,as on the record date i.e. 23rd September, 2016 may cast their vote electronically. The e-voting module shall bedisabled by CDSL for voting thereafter.

c. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions(“FAQs”) and evoting manual available at www.evotingindia.comunder help section or write an email [email protected].

15. Ms. V. Sravani, Practicing Company Secretary (ACS 22956, COP 8235) has been appointed as the Scrutinizer to scrutinizethe e-voting and also the polling process in a fair and transparent manner.

16. The Scrutinizer shall within a period not exceeding one (1) working days from the conclusion of the e-voting periodunblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make aScrutinizer’s Report of the votes cast in favour or against and submit her report to the Chairman of the Company.

17. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 is annexed hereto. As per the requirementsof Section 102(1) read with Section 110 and other applicable provisions of the Companies Act, 2013, this ExplanatoryStatement contains relevant and material information to enable the shareholders to consider and approve the Ordinaryand Special Resolutions set out at items no. 4 & 5 of the Notice for the Annual General Meeting of the Company.

By Order of the Board of Directors

Date: 13th August, 2016 Keerthy Jaya TilakPlace: Hyderabad Chairman


BOARD’S REPORTDear Members,We are delighted to present the report on our business and operations for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The Company’s Financial results (standalone & consolidated) for the year ended 31st March 2016 is provided in the AnnualReport.

(` in Lakhs)Particulars Consoliodated Standalone

2015-16 2014-15 2015-16 2014-15Net sales/income from operations 21,372.71 24,289.34 2,982.82 3,534.80Less: Direct cost 7,459.56 9,485.26 220.04 408.67

Indirect Cost 13,508.58 13,881.08 2,379.05 2,217.87Profit / (Loss) from operations before other 404.57 923.00 383.73 908.26income, finance costs and exceptional itemsOther income 226.29 251.58 222.37 44.34Profit / (Loss) from ordinary activities 630.86 1,174.58 606.10 952.60before finance costs and exceptional itemsFinance costs 217.52 366.21 139.57 128.90Profit / (Loss) from ordinary activities after 413.34 808.36 466.53 823.70finance costs but before exceptional itemsExceptional items* - 19,331.25 - 13,492.99Profit / (Loss) from ordinary activities before tax 413.34 (18,522.89) 466.53 (12,669.29)Tax expense 43.30 845.30 25.84 808.49Net Profit / (Loss) from ordinary activities after tax 370.04 (19,368.19) 440.69 (13,477.78)Net Profit / (Loss) for the period 370.04 (19,368.19) 440.69 (13,477.78)

*In the Financial Year 2014-15, the Company had provided for Rs. 13,492.99 lakhs towards diminution in the value ofCompany’s Investment in Wholly owned foreign subsidiaries, consequent upon losses in the WOS due to impairment ofgoodwill in the step down subsidiaries as per the audited financials of WOS.

There are no material changes and commitments affecting the financial position of your Company which have occurredbetween the end of the financial year ended 2015-16 and the date of this report.

I. STATE OF COMPANY’S AFFAIRSGSS primary focus is in the ADMS (Application Development and Maintenance Services), IMS (Infrastructure ManagementServices) and Healthcare services, while our major revenue contributor has been Professional Services. We continue toexecute our business operations under the same units as last year. As we continue to meet customers, we remainconvinced of the huge potential our company has given the services we offer today. We not only intend to leverage on ourexisting customer base to drive growth we will also be focusing on emerging technologies in the Business Intelligence andAnalytics areas, which will be driving transformation and be within the demand circle.

II. CONSOLIDATED ACCOUNTSThe consolidated financial statements of your Company for the financial year 2015-16, are prepared in compliance withapplicable provisions of the Companies Act, 2013, Accounting Standards and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, as prescribed by the Securities and Exchange Board of India (SEBI). The consolidatedfinancial statements have been prepared on the basis of audited financial statements of the Company, its subsidiarycompanies, as approved by their respective Board of Directors.


III. SUBSIDIARIESA separate statement (Form No. AOC-1) containing the salient features of financial statements of all subsidiaries of yourCompany forms part of consolidated financial statements in compliance with Section 129 and other applicable provisions,if any, of the Companies Act, 2013. The financial statements of the subsidiary companies and related information areavailable for inspection by the members at the Registered Office of your Company during business hours on all daysexcept Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required underSection 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements maywrite to the Company Secretary at the Registered Office of your Company. The financial statements including the consolidatedfinancial statements of subsidiaries and all other documents required to be attached to this report have been uploadedon the website of your Company www.gssinfotech.com

IV. MANAGEMENT DISCUSSION AND ANALYSISThe Management Discussion and Analysis forms an integral part of this Report and gives detail of the overall industrystructure, developments, performance and state of affairs of the Company’s various businesses during the financial yearended 31st March, 2016, is enclosed as Annexure [F] to this report.

V. CORPORATE GOVERNANCE REPORTIn compliance with the Regulations 34 of Listing Regulations, a separate report on Corporate Governance along with acertificate from the Auditors on its compliance forms an integral part of this Report and is enclosed as Annexure [G] tothis report.

VI. DIVIDENDThe Board of Directors did not recommend dividend for the financial year ended 31st March, 2016.

VII. PUBLIC DEPOSITSDuring the financial year 2015-16, your Company has not accepted any deposit within the meaning of Sections 73 and 74of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

VIII. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mark Silgardo, Non-Executive Director and Nominee Director, is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment andQualification of Directors) Rules, 2014 and the resolution passed in the Annual General Meeting held on 30th December,2011, and being eligible have offered himself for re-appointment. Appropriate resolutions for his re-appointment arebeing placed for your approval at the ensuing AGM. Your Directors recommend the re-appointment of Mr. Mark Silgardo,as Non-Executive Director and Nominee Director of your Company.

The Independent Directors Mr. Keerthy Jaya Tilak and Mrs. Nagajayanthi Das Juttur Ragavendra hold office up to 30th

September, 2020 and are not liable to retire by rotation.

Key Managerial Personnel:

• The Board of Directors of the Company in its meeting held on 30th May, 2016, re-appointed Mr. Bhargav Marepally,as the Managing Director of the Company without remuneration for a period of 5 years from 01st June, 2016 to31st May, 2021, as recommended by the Nomination and Remuneration Committee of the Board of Directors.

• Mr. Sanjay Heda is the Chief Financial Officer of the Company.

• Mrs. Esha Sinha, Company Secretary and Compliance Officer of the Company was appointed at the Board Meetingheld on 13th August, 2016

• Mr. Lalit Kumar Tiwari, due to his personnel reasons, resigned as Company Secretary and Compliance Officer of theCompany with effect from 5th August, 2016.

The Key Managerial Personnel have been appointed in accordance with the provisions of section 2(51), 203 of theCompanies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Mr. Bhargav Marepally, Managing Director, Mr. Sanjay Heda, CFO and Mrs. Esha Sinha Company Secretary, are the KeyManagerial Personnel of your Company in accordance with the provisions of Sections 2(51), 203 of the Companies Act,2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutorymodification(s) or re-enactment(s) for the time being in force).


Annual Evaluation of Board’s Performance:In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and the Listing Regulations, theBoard of Directors on recommendation of the Nomination and Remuneration Committee, have annually evaluated theeffectiveness of the Board/Director(s) for the financial year 2015-16.

IX. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated inaccordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including anystatutory modification(s) or re-enactment(s) for the time being in force). The salient aspects covered in the Nominationand Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report. None ofthe Directors draw remuneration from the Company other than sitting fees paid to the eligible directors.The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out inAnnexure [B] to this report and is also available on the website of your Company (www.gssinfotech.com).

X. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEEThe details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate GovernanceReport which forms an integral part of this Report

XI. DECLARATION OF INDEPENDENCEYour Company has received declarations from all the Independent Directors confirming that they meet the criteria ofindependence as prescribed under the provisions of Companies Act, 2013, read with the Schedules and Rules issuedthereunder as well as Listing Regulations.

XII. DIRECTORS’ RESPONSIBILITY STATEMENTPursuant to Section 134(3) (c) of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) forthe time being in force), the Directors of your Company confirm that:(a) In the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable Accounting

standards and Schedule III of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s)for the time being in force) have been followed and there are no material departures from the same;

(b) The Directors have selected such accounting policies and applied them consistently and made judgements andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Companyas at 31st March, 2016 and of the profit and loss of the Company for the financial year ended 31st March, 2016;

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance withthe Provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) for the timebeing in force) for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) The annual accounts have been prepared on a ‘going concern’ basis;(e) Proper internal financial controls laid down by the Directors were followed by the Company and that such internal

Financial controls are adequate and were operating effectively; and(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such

systems were adequate and operating effectively.

XIII. AUDITORS AND AUDITOR’S REPORTAt the 12th AGM of your Company, M/s. Sarath and Associates, Chartered Accountants (Firm Registration No. 005120S)were appointed as the Auditors to hold office till the conclusion of the 13th AGM of your Company.The Audit Committee and Board of Directors at the meetings held on 13th August, 2016 recommended the appointment ofM/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), retiring Auditor, to continue to actas the Statutory Auditors of your Company for a period of 3 years till the conclusion of the 16th AGM of your Company.M/s. Sarath and Associates, Chartered Accountants, (Firm Registration No. 005120S), who retire at the ensuing AGM ofyour Company are eligible for re-appointment for a period of 3 years. Your Company has received written consent and acertificate stating that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 read with the


Companies (Audit and Auditors) Rules, 2014 and that the appointment, if made, shall be in accordance with the applicableprovisions of the Companies Act, 2013 and rules issued thereunder. As required under the Listing Regulations, M/s.Sarath and Associates, Chartered Accountants, have also confirmed that they hold a valid certificate issued by the PeerReview Board of ICAI.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Sarath and Associates, CharteredAccountants, (Firm Registration No. 005120S), as the Auditors of your Company for a period of 3 years from the conclusionof 13th AGM till the conclusion of the 16th AGM of your Company to be held in the year 2019.

The Auditors’ Report for the financial year 2015-16, does not contain any Audit qualification, for which the reply ofDirectors is required.

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being inforce).

XIV. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. V. Sravani, Practicing CompanySecretary, to conduct the Secretarial Audit of your Company. The Secretarial Audit Report is annexed herewith as Annexure[C] to this Report. The Board of Directors reply to the comments/qualifications/observations by the Secretarial Auditor isas follows:

The Composition of the Board was not in order for the period 1st April, 2015 to 31st March, 2016, in violation of section149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Reply: Due to change in the Independent Status of Mr. Patri VenkataRamakrishna Prasad, from Independent Director toNon- Independent Director of the Company the composition of the board is not in order. The Company is making utmostefforts to bring the composition in order to have an appropriate mix of Independent and Non-Independent Directors andto ensure Compliance with section 149 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 .

XV. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 in accordance with Section 92(3) of theCompanies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith asAnnexure [D] to this Report.

XVI. RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined underSection 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, whichwere in the ordinary course of business and on arms’ length basis and in accordance with the provisions of the CompaniesAct, 2013, Rules issued thereunder and Listing Regulations. During the financial year 2015-16, there were no transactionswith related parties which qualify as material transactions under the Listing Agreement.

The details of the related party transactions as required under Accounting Standard - 18 are set out in point 17 of thenotes to the standalone financial statements forming part of this Annual Report.

The Form AOC-2 pursuant to Section 134 (3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies(Accounts) Rules, 2014 is set out as Annexure [E] to this Report.


XVII. LOANS AND INVESTMENTSThe details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies(Meetings of Board and its Powers) Rules, 2014 are as follows:

A. Details of investments made by the Company.(i) Investments in Equity Instruments in wholly owned Subsidiaries as at 31st March, 2016:

(In Indian `)Particulars 31st March 2016 31st March 2015GSS Infotech Inc (Delaware)1,500 (31-March-2015: 1,500) equity sharesof $ 1 each fully paid up in GSS Infotech Inc (Delaware) 873,480,744 873,480,744GSS Healthcare IT Solutions Private Limited9,990 (31- March-2015: 9,990) Equity Shares of Rs. 10/-Each fully paid up in GSS Healthcare IT Solutions Private Limited. 99,900 99,900GSS IT Solutions Private Limited9,990 (31- March-2015: 9,990) Equity Shares of Rs. 10/-Each fully paid up in GSS IT Solutions Private Limited. 99,900 99,900

(ii) Investments in Debt Instruments by the Company as at 31st March, 2016: Nil

B. Details of Amounts advanced to Subsidiary Companies by the Company pursuant to clause 32 of the Listing Agreementas at 31st March 2016:

(In Indian `)Name of Subsidiary Balance as at 31.03.2016 Balance as at 31.03.2015

GSS Infotech Inc (Delware) 14,93,85,955 14,09,62,864

GSS IT Solutions Pvt Ltd 18,50,000 18,50,000

GSS Healthcare IT Solutions Pvt Ltd 1,48,11,532 9,84,18,115

These amounts are advanced to fully owned subsidiaries towards carrying out the principal business activities ofthe subsidiaries. These funds are utilized in the regular course of business by the subsidiaries and shall be receivedback. Interest is not charged since these amounts are advanced to subsidiaries for the purpose of overall growth ofthe business of the GSS Group.

C. There are no guarantees issued by your Company in accordance with Section 186 of the Companies Act, 2013 readwith the Rules issued thereunder.

XVIII. EMPLOYEE STOCK OPTION SCHEME:

The Stock exchanges accorded in-principal approval for listing of 20,00,000 shares under the GSS Infotech LimitedRestricted Employee Stock Option Plan 2013. However no shares were granted to the eligible employees during thefinancial year ended 31st March, 2016.

XIX. VIGIL MECHANISM

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board ofDirectors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of theCompanies Act, 2013 and Regulation 22 of the Listing Regulation. The policy provides for a framework and processwhereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or anyother unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy ofyour Company have been outlined in the Corporate Governance report which forms part of this report.


XX. INTERNAL FINANCIAL CONTROLSYour Company has put in place adequate internal financial controls with reference to the financial statements, some ofwhich are outlined below:Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in theCompanies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other applicable provisions,if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 and relevant provisions ofthe Companies Act, 1956, to the extent applicable. These are in accordance with generally accepted accounting principlesin India. Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.The policies to ensure uniform accounting treatment are prescribed to the subsidiaries of your Company. The accounts ofthe subsidiary companies are audited and certified by their respective Auditors for consolidation.Your Company, in preparing its financial statements makes judgments and estimates based on sound policies and usesexternal agencies to verify/validate them as and when appropriate. The basis of such judgements and estimates are alsoapproved by the Auditors and Audit Committee.The Management periodically reviews the financial performance of your Company against the approved plans acrossvarious parameters and takes necessary action, wherever necessary.Your Company has a code of conduct applicable to all its employees along with a Whistle Blower Policy which requiresemployees to update accounting information accurately and in a timely manner. Any non-compliance noticed is to bereported and actioned upon in line with the Whistle Blower Policy. Your Company gets its standalone accounts auditedevery quarter by its Auditors.

XXI. RISK MANAGEMENT

The Board regularly discusses the significant business risks identified by the Management and the mitigation process tobe adopted by the Company. At present there exists no element of risk which threaten the existence of the Company.

XXII. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concernstatus of your Company and its operations in future.

XXIII. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions under Section 135 of the Companies Act, 2013 are not applicable to your Company.

XXIV. REPORTING UNDER SEXUAL HARRASEMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013

The Company has in place Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women atthe Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)are covered under this policy.

XXV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

i. Details of Conversation of Energy:

Your Company’s operations consume very low levels of energy. It is pleasure to announce that your Company’stechnology center has latest technology energy management system based on human occupancy. As the cost ofenergy consumed by the Company forms a very small portion of the total costs, the impact of changes in energy coston total costs is insignificant.


ii. Technology, absorption, adaptation and innovation

Your Company is a technology driven organization and understands the importance of technical expertise fromtime to time. It has successfully built such expertise over a period of years and shall continue to with emergingtechnologies to be on a leading edge to offer its customers the state of art solutions.

Your Company’s quality systems are ISO 9001:2008 and ISO 27001:2005 certified, which reflects a high degree oftechnology absorption, adoption and innovation across various operating layers within the Company. During theyear technology absorption activities have mainly created on:• Network Operations Center• Disaster Recovery Center• IT Infrastructure Management• Offshore Development Center using BOT delivery model• Software Testing Service using SaaS Model• Wholly owned subsidiary rendering BPO healthcare services in India.

iii. Foreign Exchange Earnings and Outgo

a. Activities relating to Exports:

The Company is in the business of software exports. All efforts of the Company are geared to increase thebusiness of software exports in different products and markets.

b. Total Foreign Exchange Earnings used and earned:

Particulars 2015-16 (`̀̀̀̀) 2014-15 (`̀̀̀̀)

Foreign Exchange expenditure (on Accrual basis) 10,00,03,383 11,64,85,201

Foreign Exchange earned (on Accrual basis) 19,61,40,299 25,22,82,815

XXVI. APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels fortheir hard work, solidarity, cooperation and dedication during the year.Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates,regulatory and government authorities for their continued support.

Place: Hyderabad Keerthy Jaya Tilak Bhargav MarepallyDate: 13th August, 2016 Chairman CEO & Managing Director


Annexure [A] to Board’s Report

FINANCIAL PERFORMANCE OF SUBSIDIARIES

The financial performances of each of the subsidiaries included in the consolidated financial statements are detailed below:

Amount in `̀̀̀̀ (Lakhs)

Sr. Name of the Subsidiary/ Turnover Profit/(Loss) Profit/(Loss)No Joint Venture Company Before Tax After Tax

Current Previous Current Previous Current PreviousPeriod Period Period Period Period Period

A Subsidiaries:

1 GSS Infotech Inc*, (A Delaware Company) 18,081.85 21,800.23 46.72 (18,941.30) 29.07 (18,967.50)

2 GSS IT Solutions Private Limited - - (0.23) (0.49) (0.23) (0.49)

3 GSS Healthcare IT Solutions Private Limited 43.84 1,121.32 (87.47) 23.70 (87.28) 13.10

*Subsidiaries includes step-down subsidiaries


Annexure [B] to Board’s Report

Information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014

A. Ratio of remuneration of each Director to the median remuneration of all the employees of your Company for thefinancial Year 2015-16 is as follows:

(Amount in `)Name of Director Total Remuneration Ratio of remuneration of director

to the Median remunerationMr. Bhargav Marepally Nil NilMr. Ramesh Yerramsetti 60,000 0.46Mr. Madhukar Sheth 1,00,000 0.76Mr. Mark Silgardo Nil NilMr. Patri VenkataRamakrishna Prasad 80,000 0.61Mr. Keerthy Jaya Tilak 1,90,000 1.46Mrs. Nagajayanthi Das Juttur Ragavendra 1,90,000 1.46

Notes:1. The information provided above is on standalone basis.2. The aforesaid details are calculated on the basis of remuneration for the financial year 2015-16.3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2015-16. The sitting fees for

attending each of the Board and other Committee meetings is Rs. 20,000/- respectively. The sitting fees for attendingIndependent Directors meeting is Rs. 10,000/-.

4. Median remuneration of the Company for all its employees is Rs. 1,30,042 for the financial year 2015-16.

B. Details of percentage increase in the remuneration of each Director, CFO & Company Secretary in the financial year2015-16 are as follows*:

(Amount in `)Name of the Director/ Designation Remuneration Increase/Chief Financial Officer/ (Decrease) (%)Company Secretary

2015-16 2014-15Mr. Bhargav Marepally Managing Director Nil Nil NilMr. Ramesh Yerramsetti Director 60,000 1,20,000 (50.00)Mr. Madhukar Sheth Director 1,00,000 1,20,000 (16.67)Mr. Mark Silgardo Director Nil Nil NilMr. Patri VenkataRamakrishna Prasad Director 80,000 1,60,000 (50.00)Mr. Keerthy Jaya Tilak Director 1,90,000 2,00,000 (5.00)Mrs. Nagajayanthi Das Juttur Ragavendra(appointed on 10.02.2015) Director 1,90,000 40,000 *Mr. Lalit Kumar Tiwari(appointed on 10.02.2015) CS 4,88,311 61,715 *Mr. Sanjay Heda (appointed on 30.05.2015) CFO 23,25,964 Nil *

1. The information provided above is on standalone basis.2. *Percentage increase in remuneration not reported as they were holding the office of Directorship/CS/CFO for part

of the financial year 2014-15 or 2015-16.3. The remuneration to Directors is only the sitting fees paid to them for the financial year 2015-16.


C. Percentage increase/ (Decrease) in the median remuneration of all employees in the financial year 2015-16:(Amount in `)

2015-16 2014-15 Increase/ (Decrease)(%) Median remuneration of all employees per annum 1,30,042 1,77,537 (26.75)

D. Number of permanent employees on the rolls of the Company as on 31st March 2016:Executive/Manager cadre 23Staff 325Operators/Workmen 3Total 351

E. Comparison of average percentage increase/decrease in salary of employees other than the key managerial personneland the percentage increase in the key managerial remuneration:

(Amount in `)2015-16 2014-15 Increase/Decrease (%)

Average Salary of all employees other thanKey Managerial Personnel 2,54,449 3,39,752 (25.10)Salary of CEO & MD (Key Managerial Personnel) Nil Nil NilSalary of CFO & CS* (Key Managerial Personnel) 28,14,275 19,37,979 *

The above information is being provided on Standalone Basis.*The CS/CFO was employed for part of the financial year of 2015-16 or 2014-15. Hence the Increase/ decrease have notbeen reported.

F. Affirmation:Pursuant to Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that theremuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policyof your Company.

G. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014:1. Names of the top ten employees in terms of the remuneration drawn during the financial year 2015-16 are as

follows:

S.No Emp Name Date of Designation Function Age Overall GSS Exp Qualification Previous RemunerationJoining Exp (In Yrs) (In Yrs) Employer Drawn (in `̀̀̀̀)

Excl. GSS

1 Jeffrey. S. Peter 16/Jul/12 Sr. Vice Corporate 48 21.0 4.0 B.com True Influence, 4,872,375President CSS Corp, NIIT

2 Sudhanshu 23/Jan/14 Sr. Vice Corporate 50 25.5 2.5 M.S Virtify - 4,477,944Ravella President - Hyderabad

Operations& Strategy

3 Gowri Shanker 5/Dec/05 VP - Inside Sales 38 18.1 10.6 B.com Sirvirtha 3,985,214Sales Systems Pvt Ltd

4 Sanjay Heda 6/May/15 Chief Financial Corporate 35 13.2 1.2 CA Indus Renewable 2,325,964Officer Energy India

Private Limited


5 Ayan Banerjee 1/Sep/14 Head - Strategic Strategic 41 15.9 1.9 BHMCT Aster 2,201,723Sourcing Sourcing Telesolutions

Inc, Milpitas Ca

6 Mitra Pokkuluri 17/Dec/07 General Manager Finance and 52 22.0 8.6 B.com M/S Uganda 2,088,421Accounts - India Transport

Agencies

7 Arun Kumar 12/Aug/14 Program IMS 42 18 2 B.Sc. PALS Global 2,030,354Guggilam Manager - IMS Solutions

Private Limited

8 Surya Narayana 22/Sep/14 Data Modeler ADMS 45 16 1.8 B.E TekSystems, 1,770,864Raju Naraveni - Informatica Hyderabad

9 Sreejith 20/Oct/14 Sr. Project Microsoft 35 12 1.8 MCA Zensar 1,940,543Sreekumar Nair Manager Technologies

10 Rajendra Prasad 10/Sep/14 Sr. Technical ADMS 37 9 1.9 MCA NTT Data 1,650,168Cheedalla Consultant - MS Global Delivery

Technologies Services Ltd

2. Employees employed throughout the financial year 2015-16, who were in receipt of remuneration which in aggregatewas not less than Rs. 1.02 Crores : NIL

3. Employees employed for part of the financial year 2015-16, who were in receipt of remuneration which in aggregatewas not less than Rs. 8.50 lakhs per month : NIL

S.No Emp Name Date of Designation Function Age Overall GSS Exp Qualification Previous RemunerationJoining Exp (In Yrs) (In Yrs) Employer Drawn (in `̀̀̀̀)

Excl. GSS


Annexure [C] to Board’s ReportSECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST March, 2016

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014]

To,The MembersGSS Infotech LimitedLevel – 3 and 4, Plot no. 30 and 31Brigade Towers, NanakramgudaFinancial DistrictHyderabad – 500032

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by GSS Infotech Limited (hereinafter called ‘the Company’). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinionthereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintainedby the Company and also the information provided by the Company, its officers, agents and authorized representatives duringthe conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering thefinancial year ended on 31st March, 2016 (“Audit Period”) complied with the statutory provisions listed hereunder and alsothat the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject tothe reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by GSS Infotech Limitedfor the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Overseas DirectInvestment (Foreign Direct Investment and External Commercial Borrowings are not Applicable to the Company during theAudit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBIAct’) viz.:-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 (Upto 14th May 2015 andSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (Effective 15th May 2015)

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; - notapplicable during the audit period.

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014 notified on 28th October, 2014. (Not applicable to the Company during the Audit Period); - not applicableduring the audit period

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; - not applicableduring the audit period.


(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - not applicable duringthe audit period and

(h) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 1998; - not applicable during theaudit period

The following are the specific laws which are applicable to the Company:a) Contract Labour (Regulation and Abolition) Act, 1970.b) Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.c) Employees State Insurance Act, 1948.d) Payments of Wages Act, 1936.e) Payment of Bonus Act, 1965.f) Shops and Commercial Establishment Act.g) Labour Welfare Fund Act.h) The Professional Tax Act. – to be dealt by Finance Teami) Minimum Wages Act, 1948.j) The Workmen’s Compensation Act, 1923.k) Payment of Gratuity Act, 1972.l) The Equal Remuneration Act, 1976.m) The Maternity Benefit Act, 1961.n) The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

I have also examined compliance with the applicable clauses of the following:(i) Secretarial Standards issued by The Institute of Company Secretaries of India.(ii) Listing Agreement entered into by the Company with Stock Exchanges and The Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements), Regulations, 2015During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. Mentioned above except to the extent as mentioned below:The Composition of the Board was not in order for the period 01st April 2015 to 31st March 2016, in violation of Section 149of the Companies Act, 2013 and Regulation 18 of SEBI LODR Regulations, 2015. The Company is making utmost efforts tobring the composition in order to have an appropriate mix of Independent and Non-Independent Directors and to ensureCompliance with the Listing Agreement and the Companies Act, 2013.

I further report thatAdequate notice is given to all directors to schedule the Board Meetings, agenda and detailed seven days in advance anda system exists for seeking and obtaining further information and clarifications on the agenda items before the meetingand for meaningful participation at the meeting.All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of themeetings of the Board of Directors or Committee of the Board, as the case may be.I further report that there are adequate systems and processes in the company commensurate with the size and operationsof the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

V. SravaniPracticing Company Secretary

Place: Hyderabad ACS No: 22956Date: 13th August, 2016 CP. No: 8235


This report is to be read with our letter of even date which is annexed as ‘Annexure A’ and forms an integral part of this report.

‘Annexure A’

To,The MembersGSS Infotech LimitedLevel – 3 and 4, Plot no. 30 and 31Brigade Towers, NanakramgudaFinancial District

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is toexpress an opinion on the secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct factsare reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basisfor our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulationsand happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibilityof management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the company.

V. SravaniPracticing Company Secretary

Place: Hyderabad ACS No: 22956Date: 13th August, 2016 CP. No: 8235


Annexure [D] to Board’s Report

Extract of Annual Return as at 31st March, 2016, Form No. MGT-9[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration)Rules, 2014]

I. REGISTRATION AND OTHER DETAILS i) CIN L72200TG2003PLC041860 ii) Registration Date 13.10.2003 iii) Name of the Company GSS Infotech Limited iv) Category/Sub-Catagory of the Company Public Company Limited by shares

v) Address of the Registered Office and Contact Details:Company Name GSS Infotech LimitedAddress Level No. 3 and 4, Brigade Towers Financial District, Nanakramguda,

Gachibowli, Hyderabad, 500032, Telangana StateTelephone with STD Area Code Number +91 40 4455 66 00Fax Number +91 40 4002 8703Email Address [email protected], if any www.gssinfotech.com

vi) Whether shares listed on recognized Stock Exchange(s): Yes

Details of the Stock Exchanges where shares are listed:Sr. No. Stock Exchange Name Code

1. BSE Limited (BSE) 5329512. The National Stock Exchange of India Limited (NSE) GSS

vii) Name and Address of Registrar & Transfer Agents (RTA):

Name of Registrar & Transfer Agents Bigshare Services Private LimitedAddress E-2 & 3, Ansa Industrial Estate, Sakivihar Road, Saki Naka, Andheri (E),

Mumbai, 400 072, Maharashtra, IndiaPin Code 400 072Telephone with STD Area Code Number +91 22 40430200Fax Number +91 22 28475207Email Address: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANYAll the business activities contributing 10% or more of the total turnover of your company shall be stated:

Name and Description of main products/services NIC Code of the % to total turnoverProduct/service of the company

Computer programming, consultancy and related activities 620 100.00


III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

[No.of Companies for which information is being filled–9]

Sr. Name and address Company Identification Holding/ % of Applicable SectionNo. of the Company Number / Global Location Subsidiary/ Shares Held of Companies

Number Associate Act, 2013

1 GSS IT Solutions Private LimitedLevel -03, Brigade Towers,Plot no. 30 and 31, Financial District,Nanakramguda, Gachibowli,Hyderabad – 500032.Telangana State. India CIN:U72400TG2009PTC064514 Subsidiary 100 2(87)

2 GSS Healthcare IT SolutionsPrivate Limited Level -03,Brigade Towers, Plot no. 30 and 31,Financial District, Nanakramguda,Gachibowli, Hyderabad – 500032.Telangana State. India CIN:U72200TG2013PTC089229 Subsidiary 100 2(87)

3 GSS Infotech Inc (Delaware) 2050Route 27, North Brunswick,NJ 08902 Federal Id: 27-2907139 Subsidiary 100 2 (87)

4 GSS Infotech CT Inc (Formerly SystemDynamix Corporation)2842 Main StreetSte#164, Glastonbury, CT 06033 Federal Id: 06-1432821 Subsidiary 100 2 (87)

5 Technovant IncParkway Plaza, 4677,Old Ironside Suit 260, Santa clara, CA Federal Id: 20-0398637 Subsidiary 100 2 (87)

6 Infovision Technologies Inc2050Brunswick Plaza, Rte 27, US Hwy 1,North Brunswick, NJ 08902 Federal Id: 20-3731391 Subsidiary 100 2 (87)

7 Infovista Technologies Inc2050Brunswick Plaza, Rte 27, US Hwy 1,North Brunswick, NJ 08902 Federal Id: 20-8455186 Subsidiary 100 2 (87)

8 GSS Infotech NY Inc(AdvancedTechnology Solutions Group Inc) 1762Central Avenue, Albany, NY 12205 Federal Id: 72-1563114 Subsidiary 100 2 (87)

9 Global Computronics Inc (GSI)655County Road E West St Paul MN 55126 Federal Id: 41-1682260 Subsidiary 100 2 (87)


IV. SHAREHOLDING PATTERN (Equity share capital break-up as percentage to total equity)A. Category-wise Shareholding:

Category of No. of shares held at the beginning of No. of shares held at the end of %Shareholders the year (As on 01.04.2015) the year (As on 31.03.2016) Change

duringthe year

Demat Physical Total % of Demat Physical Total % oftotal total

shares sharesA. Promoters1) Indian

a. Individuals/ HUF 104043 480 104523 0.62 2865706 - 2865706 16.92 16.31b. Central Govt. - - - - - - - - -c. State Govt.(s) - - - - - - - - -d. Bodies Corporate - - - - - - - - -e. Banks/FI - - - - - - - - -f. Any other - - - - - - - - - (specify)i. Trusts - - - - - - - - -Sub-Total (A) (1) 104043 480 104523 0.62 2865706 - 2865706 16.92 16.30

2) Foreigna. NRI Individuals - - - - - - - - -b. Other Individuals - - - - - - - - -c. Bodies Corporate - - - - - - - - -d. Banks/ FI - - - - - - - - -e. Any other(specify) - - - - - - - -Sub-Total (A) (2) - - - - - - - - -Total Shareholdingof Promoter(s)(A)=(A) (1) + (A) (2) 104043 480 104523 0.62 2865706 - 2865706 16.92 16.30

B. Public Shareholding1) Institutions

a. Mutual Funds/UTI - - - - - - - - -b. Banks/ FI 801595 - 801595 4.73 801595 - 801595 4.73 -c. Central Govt. - - - - - - - - -d. State Govt.(s) - - - - - - - - -e. Venture Capital Funds - - - - - - - - -f. Insurance Companies - - - - - - - - -g. FIIs 3078002 - 3078002 18.17 - - - - (18.17)h. Foreign Venture Capital Funds - - - - - - - - -i. Others (specify) - - - - - - - - -Sub-Total (B) (1) 3879597 - 3879597 22.90 801595 - 801595 4.73 (18.17)

2) Non-Institutionsa. Body Corporates i. Indian ii. Overseas 2563477 - 2563477 15.14 2619849 - 2619849 15.47 0.33


Category of No. of shares held at the beginning of No. of shares held at the end of %Shareholders the year (As on 01.04.2015) the year (As on 31.03.2016) Change

duringthe year

Demat Physical Total % of Demat Physical Total % oftotal total

shares sharesb. Individuals

i. Individual 1385250 1 1385251 8.17 1588338 1 1588339 9.38 1.21 Shareholders holding nominal share capital upto Rs. 1 lakhii. Individual 7886101 - 7886101 46.56 8505702 - 8505702 50.22 3.65 Shareholders holding nominal share capital in excess of Rs. 1 lakh

c. Others (specify)i. Non-Resident 183797 - 183797 1.08 195788 - 195788 1.16 0.08 Indianii. Overseas 572023 - 572023 3.38 - - - - (3.38) Corporate Bodiesiii. Foreign - - - - - - - - - Nationalsiv. Clearing Members 12074 - 12074 0.07 9864 - 9864 0.05 (0.02)v. Trust - 350000 350000 2.07 - 350000 350000 2.07 -vi. Foreign Bodies - - - - - - - - -

Sub-Total (B) (2) 12602722 350001 12952723 76.48 12919541 350001 13269542 78.35 1.87

Total PublicShareholding(B)= (B) (1) + (B)(2) 16482319 350001 16832320 99.38 13721136 3500011 14071137 83.08 (16.30)

C. Shares held by - - - - - - - - -Custodian forGDRs & ADRsGrand Total(A+B+C) 16586362 350481 16936843 100.00 16586842 350001 16936843 100.00 0.00


B. Shareholding of Promoters:

Sr. No. Shareholder’s Name No. of shares held at the No. of shares held at % beginning of the year the end of the year change (As on 01.04.2015) (As on 31.03.2016) during

No. of % of total % of No. of % of % of theShares Shares Shares Shares total Shares year

of the Pledged/ Shares Pledged/Company encumbered of the encumbered

to total Company to totalshares* shares*

1. Mr. Venkata RameshbabuYerramsetti - - - - - - -

2. Mr. Bhargav Marepally 104025 0.62 95.17 4992 0.03 0.00 (0.58)3. Mrs. Usha Yerramsetti - - - - - - -4. Mrs. Jhansi Laxmi Yerramsetti - - - - - - -5. Mr. Raghunadha Rao Marepally 9 0.00 0.00 2287793 13.50 0.00 13.506. Mrs. Madhavi Latha Marepally 9 0.00 0.00 9 0.00 0.00 -7. Mrs. Nanditha Marepally 240 0.00 0.00 - - - (0.00)8. Mrs. Vidyavathi Marepally 240 0.00 0.00 - - - (0.00)9. Mrs. G. Vijayakumari - - - 306906 1.81 0.00 1.81

10. Mr. Sivaranga Rao Yarramsetty - - - 266006 1.57 0.00 1.57TOTAL 104523 0.61 95.17 2865706 16.91 0.00 16.30

*The % of shares pledged/encumbered represents % of shares pledged/encumbered as a % of the total shares of thePromoter and Promoter Group HoldingThe term “encumbrance” has the same meaning as assigned to it in regulation 28(3) of the SEBI (Substantial Acquisitionof Shares and Takeovers) Regulations, 2011.

C. Change in Promoters’ shareholding:Sr. No. Shareholder’s Name Shareholding Date* Increase/ Reason Cumulative

(Decrease) Shareholdingin during the year

shareholding (01.04.15 to31.03.2016)

No. of % of total No. of % ofShares at Shares of Shares total

the beginning the Shares(01.04.2015)/ Company of the

end of the year Company(31.03.2016)

1. Mr. Venkata RameshbabuYerramsetti - - 01.04.2015 - - - -

- - 31.03.2016 - - - -2. Mr. Bhargav Marepally 104025 0.61 01.04.2015 - - - -

(99000) Invocation 5025 0.03(33) Sale 4992 0.03

4992 0.03 31.03.2016 - - - -


3. Mrs. Usha Yerramsetti - - 01.04.2015 - - - -- - 31.03.2016 - - - -

4. Mrs. Jhansi Laxmi - - 01.04.2015 - - - -Yerramsetti - - 31.03.2016 - - - -

5. Mr. Raghunadha Rao 9 0.00 01.04.2015 - - - -Marepally 30.05.2015 (480) Transfer 489 0.00

24.06.2015 1287304 Purchase 1287793 7.6025.06.2015 1000000 Purchase 2287793 13.5031.03.2016 50000 Purchase 2337793 13.80

2337793 31.03.2016 - - - -6. Mrs. Madhavi Latha 9 0.00 01.04.2015 - - - -

Marepally 9 0.00 31.03.2016 - - - -7. Mrs. Nanditha Marepally 240 0.00 01.04.2015 - - - -

- 30.05.2015 (240) Transfer 0.00 0.00NIL 31.03.2016

8. Mrs. Vidyavati Marepally 240 0.00 01.04.2015 - - - -30.05.2015 (240) Transfer 0.00 0.00

- 31.03.2016 - - - -9. Mrs. G. Vijayakumari - 0.00 01.04.2015 - - - -

24.06.2015 103906 Purchase 103906 0.6125.06.2015 203000 Purchase 306906 1.81

306906 1.81 31.03.2016 - - - -10. Sivaranga Rao - 0.00 01.04.2015 - - - -

Yarramsetty 10.06.2015 79556 Purchase 79556 0.4626.06.2015 42000 Purchase 121556 0.7129.06.2015 23019 Purchase 144575 0.8530.06.2015 31304 Purchase 175879 1.0303.07.2015 19546 Purchase 195425 1.1506.07.2015 20000 Purchase 215425 1.2707.07.2015 6140 Purchase 221565 1.3008.07.2015 14580 Purchase 236145 1.3909.07.2015 11967 Purchase 248112 1.4613.07.2015 15878 Purchase 263990 1.5513.07.2015 (5) Sale 263985 1.5514.07.2015 2021 Purchase 266006 1.57

266006 1.57 31.03.2016 - - - -

* Date of transfer has been considered from the holding statements provided by depositories to the Company

Sr. No. Shareholder’s Name Shareholding Date* Increase/ Reason Cumulative(Decrease) Shareholding

in during the yearshareholding (01.04.15 to

31.03.2016)No. of % of total No. of % of

Shares at Shares of Shares totalthe beginning the Shares(01.04.2015)/ Company of the



D. Shareholding pattern of Top Ten shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

Sr. Shareholder’s Name Shareholding Date* Increase/ Reason CumulativeNo. (Decrease) Shareholding


31.03.2016)

For each of the top No. of % of total No. of % of Ten Shareholders Shares at Shares of Shares total



1. IL and FS Trust Company 1952505 11.52 01.04.2015 - - - -Limited 1952505 11.52 31.03.2016 - - - -

2. Mr. Madhukar Sheth 1644003 9.71 01.04.2015 - - - -17.04.2015 3211 Purchase 1647214 9.7221.08.2015 11376 Purchase 1658590 9.7928.08.2015 1000 Purchase 1659590 9.7909.10.2015 2514 Purchase 1662104 9.8116.10.2015 400 Purchase 1662504 9.8120.11.2015 216416 Purchase 1878920 11.0920.11.2015 (216416) Sale 1662504 9.8111.12.2015 1599 Purchase 1664103 9.8211.12.2015 (1599) Sale 1662504 9.8115.01.2016 192787 Purchase 1855291 10.9515.01.2016 (192787) Sale 1662504 9.81

1662504 9.81 31.03.2016 - - - -3. Clearwater Capital 1384590 8.17 01.04.2015 - - - -

Partner 24.06.2015 (1000000) Sale 384590 2.27Singapore Fund 25.06.2015 (384590) Sale - 0.00III Pvt Ltd - - 31.03.2016 - - - -

4. Clearwater Capital 1693412 10.00 01.04.2015 - - - -Partner 24.06.2015 (1000000) Sale 693412 4.09Singapore Fund 25.06.2015 (693412) Sale - -IV Pvt Ltd - - 31.03.2016 - - - -

5. Kubera Cross Border Fund 572023 3.37 01.04.2015 - - - -(Mauritius) Limited 10.04.2015 (41500) Sale 530523 3.62

17.04.2015 (73563) Sale 456960 2.6924.04.2015 (151723) Sale 305237 1.8001.05.2015 (5158) Sale 300079 1.8308.05.2015 (22491) Sale 277588 1.6322.05.2015 (28573) Sale 249015 1.4729.05.2015 (43495) Sale 205520 1.2105.06.2015 (63662) Sale 141858 0.8312.06.2015 (141858) Sale - -31.03.2016 - - - -

6. Mr. Javed Faizullah Tapia 1648828 9.74 01.04.2015 - - - -1648828 9.74 31.03.2016 - - - -


Sr. Shareholder’s Name Shareholding Date* Increase/ Reason CumulativeNo. (Decrease) Shareholding


31.03.2016)

For each of the top No. of % of total No. of % of Ten Shareholders Shares at Shares of Shares total



7. Mr. Azim Faizullah Tapia 1400000 8.27 01.04.2015 - - - -1400000 8.27 31.03.2016 - - - -

8. United India Insurance 407603 2.40 01.04.2015 - - - -Company Limited 407603 2.40 31.03.2016 - - - -

9. General Insurance 393992 2.32 01.04.2015 - - - -Corporation of India 393992 2.32 31.03.2016 - - - -

10. Madanlal Saraswathi 2729382 16.11 01.04.2015 - - - -19.06.2015 1000 Purchase 2730382 16.1224.07.2015 7255 Purchase 2737637 16.1628.08.2015 4200 Purchase 2741837 16.18

2741837 16.18 31.03.2016 - - - -11. Clover Technologies 269333 1.59 01.04.2015 - - - -

Private Limited 20.11.2015 - Purchase 270333 1.59270333 1.59 31.03.2016 - - - -

12. GSS America ESOP Trust 350000 2.06 01.04.2015 - - - -350000 2.06 31.03.2016 - - - -

13. Sunil Gobindram Mukhi 111788 0.66 01.04.2015 - - - -111788 0.66 31.03.2016 - - - -

*Date of transfer has been considered as the date on which the beneficiary position was provided by the Depositoriesto the Company.

E. Shareholding of Directors and Key Managerial Personnel:

Sr. Name of Directors Shareholding Date@ Increase/ Reason CumulativeNo. and Key Managerial (Decrease) Shareholding

Personnel in during the yearshareholding (01.04.15 to

31.03.16)

No. of shares at % of total No. of % of totalthe beginning of the shares shares shares ofyear (01.04.15)/end of the the

of the year (31.03.16) Company Company

1. Mr. Venkata Rameshbabu Yerramsetti - - - - - - -- - - - - - -

2. Mr. Bhargav Marepally 104025 0.61 01.04.2015 - - - -4992 0.03 31.03.2016 - - - -

3. Mr. Madhukar Sheth 1644003 9.70 01.04.2015 - - - -17.04.2015 3211 Purchase 1647214 9.7221.08.2015 11376 Purchase 1658590 9.79


Sr. Name of Directors Shareholding Date@ Increase/ Reason CumulativeNo. and Key Managerial (Decrease) Shareholding

Personnel in during the yearshareholding (01.04.15 to

31.03.16)

No. of shares at % of total No. of % of totalthe beginning of the shares shares shares ofyear (01.04.15)/end of the the

of the year (31.03.16) Company Company

28.08.2015 1000 Purchase 1659590 9.7909.10.2015 2514 Purchase 1662104 9.8116.10.2015 400 Purchase 1662504 9.8120.11.2015 216416 Purchase 1878920 11.0920.11.2015 (216416) Sale 1662504 9.8111.12.2015 1599 Purchase 1664103 9.8211.12.2015 (1599) Sale 1662504 9.8115.01.2016 192787 Purchase 1855291 10.9515.01.2016 (192787) Sale 1662504 9.81

1662504 9.81 31.03.2016 - - - -4. Mr. Mark Silgardo Nil Nil 01.04.2015 - - - -

Nil Nil 31.03.2016 - - - -5. Mr. Patri VenkataRamakrishna Prasad Nil Nil 01.04.2015 - - - -

Nil Nil 31.03.2016 - - - -6. Mr. Keerthy Jaya Tilak Nil Nil 01.04.2015 - - - -

Nil Nil 31.03.2016 - - - -7. Mrs. Nagajayanthi Das Juttur Nil Nil 01.04.2015 - - - -

Ragavendra Nil Nil 31.03.2016 - - - -

Key Managerial Personnel

1. Mr. Lalit Kumar Tiwari (CS) N i l N i l 01.04.2015 - - - -N i l N i l 31.03.2016 - - - -

2. Mr. Sanjay Heda (CFO) N i l N i l 01.04.2015 - - - -N i l N i l 31.03.2016 - - - -

Notes: @ Date of transfer has been considered as the date on which the beneficiary position was provided by theDepositories to the Company.


V. INDEBTEDNESSIndebtedness of the Company including interest outstanding/accrued but not due for payment

(Amount in `̀̀̀̀)

Secured Unsecured Deposits TotalLoans Loans indebtedness

(excludingdeposits)

Indebtedness at the beginning of the financial year(As at 01.04.2015)i) Principal Amount 93,500,000 - - 93,500,000ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) 93,500,000 - - 93,500,000Change in Indebtedness during the financial year• Addition - - - -• Reduction (Repayment) 3,000,0000 - - 3,000,0000Net ChangeIndebtedness at the end of the financial year(As at 31.03.2016)i) Principal Amount 63,500,000 - - 63,500,000ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -Total (i+ii+iii) 63,500,000 - - 63,500,000

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:(Amount in `̀̀̀̀)

Sr. No. Particulars of Remuneration Name of theManaging Director

Mr. Bhargav Marepally*

1. Gross salary (excluding Commission)(a) Salary as per provisions contained in Section 17(1) of the

Income-tax Act, 1961 -(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 -(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 -

2. Stock Option -3. Sweat Equity -4. Commission -

- as % of profit -5. Others - Employer contribution to provident and other funds -

Total Nil

* The Information provided is on standalone basis


B. Remuneration to other Directors:(Amount in `̀̀̀̀)

1. Independent Directors:

Name of Director Fee for attending Board/ Commission Others Totalcommittee meetings

Mr. Keerthy Jaya Tilak 1,90,000 - - 1,90,000

Mrs. Nagajayanthi DasJuttur Ragavendra 1,90,000 - - 1,90,000

Total (1) 3,80,000

2. Non-Executive/Promoter Directors:

Name of Director Fee for attending board/ Commission Others Totalcommittee meetings

Mr. Bhargav Marepally - - - -

Mr. Ramesh Yerramsetti 60,000 - - 60,000

Mr. Mark Silgardo - - - -

Mr. Patri VenkataRamakrishna Prasad 80,000 - - 80,000

Mr. Madhukar Sheth 1,00,000 - - 1,00,000

Total (2) 2,40,000

Total (1+2) 6,20,000

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:(Amount in `̀̀̀̀)

Sr.No. Particulars of Remuneration Key Managerial PersonnelCFO & Company Secretary

1. Gross salary(a) Salary as per provisions contained in Section 17(1) of the

Income-tax Act, 1961 28,01,325(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 12,950(c) Profits in lieu of salary under Section 17(3) Income-tax Act, 1961 -

2. Stock Option -3. Sweat Equity -4. Commission

- as % of profit -5. Others - Contribution to Provident and other funds -

Total 28,14,275

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (under the Companies Act, 2013):No penalties/punishment/compounding of offences were levied under the Companies Act, 2013.


Annexure [E] to Board’s ReportFORM AOC – 2

(Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014) Formfor disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Section188(1) of the Companies Act, 2013 including certain arms’ length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

a) Name(s) of the related party and nature of relationship

b) Nature of contracts/arrangements/transactions

c) Duration of the contracts/arrangements/transactions

d) Salient terms of the contracts or arrangements or transactions including the value, if any

e) Justification for entering into such contracts or arrangements or transactions

f) date(s) of approval by the Board Nil

g) Amount paid as advances, if any

h) Date on which the special resolution was passed

i) Amount paid as advances, if any

j) Date on which (a) the special resolution was passed in general meeting as required underfirst proviso to Section 188 of the Companies Act, 2013

2. Details of material contracts or arrangement or transactions at arm’s length basis:

(a) Name(s) of the related party and nature of relationship

(b) Nature of contracts/arrangements/transactions

(c) Duration of the contracts/arrangements/transactions Nil

(d) Salient terms of the contracts or arrangements or transactions including the value, if any

(e) Date(s) of approval by the Board, if any

(f) Amount paid as advances, if any


Annexure [F] to Board’s ReportMANAGEMENT DISCUSSION AND ANALYSIS REPORT

Outlook for IT Industry in 2016 and Review of 2015

FY 2015: Clocked Industry revenues of USD 146 billion; Exports segment to reach USD 98.5 Billion; Domestic market grew by14%- fuelled by ecommerce

FY 2016: Exports to grow by 12-14%; Domestic market – 15-17%

The current fiscal year FY2015 brought in overall optimism for the Indian IT-BPM industry and is expected to meet guidance forthe year in constant currency. The industry continued to evolve over the year and prioritized on enhancing efficiency, enablingtransformation and agility and partnering for digital initiatives. Aggregate industry revenues for FY2015 are estimated at USD146 billion.

FY2015 is expected to see the export market at ~USD 100 billion, recording a 13.1% growth in constant currency over last year.Growth in reported currency is estimated at 12.3%. ER&D and product development segment is the fastest growing at 13.2%,driven by higher value-added solutions from existing players and expansion of the GIC landscape. Digital solutions aroundSMAC – upgrading legacy systems to be SMAC enabled, greater demand for ERP, CRM, mobility and user experience technologiesis driving growth in IT services. Infrastructure outsourcing and software testing segment also outpaced the industry growthrate. The BPM sector is being driven by greater automation, expanding omni-channel presence, application of analytics acrossentire value chain, etc.

The year also witnessed hyper-growth in the technology start-up and product landscape and India is already ranked as the 4thlargest startup hub in the world with over 3100 startups in the country. Exports to USA, the largest market grew above industryaverage, aided by an economic revival and higher technology adoption. Demand from Europe remained strong during the firsthalf of the year, but softened during the second half due to currency movements and economic challenges. Manufacturing,utilities and retail growth remained strong as clients increase discretionary spend on customer experience, digital, analytics,ERP updates and improving overall efficiency.

The Indian IT-BPM sector continues to be one of the largest employers in the country directly employing nearly 3.5 millionprofessionals, adding over 2,30,000 employees. Digital solutions in the year accounted for 12-14% of the industry revenues

FY2015 – Review

The domestic IT-BPM market is rapidly approaching the USD 50 billion mark. In FY2015, the market is expected to be a little overUSD 48 billion, an annual growth of 14%. This is faster than the average industry growth, and is largely being driven by thebooming eCommerce segment. Stable government with a technology focused growth agenda is further boosting technologyadoption in the domestic market.

Way Forward – FY2016

FY2016, NASSCOM expects the industry to add revenues of USD 20 billion to the existing industry revenues of USD 146 billion.Export revenues for FY2016 is projected to grow by 12 to 14% and reach USD 110-112 bn. Domestic revenues (includingecommerce) for the same period will grow at a rate of 15-17% percent and is expected to reach USD 55-57 billion during the year

IT Industry trends-2015

• Internet of Things Architecture and Platforms

Gartner indicates that the providers of Internet of Things platforms are fragmented today, and would benefit greatly fromcobbling together a better ecosystem where data is shared more broadly. This issue will persist through 2018, and IT


departments will likely procure more one-off solutions as opposed to integrated webs of solutions that would serve thembetter. As IT leaders clamor for a better way, the change will come, says Gartner.

• Security Architecture

A majority of CIOs list security as their top priority, especially with an increased number of companies that haveexperienced breaches. Historical norms have been to play defense, but Gartner predicts that more tools will be availableto go on the offensive, leveraging predictive modeling, for example, allowing apps to protect themselves. Gartner emphasizesthat companies must build security into all business processes, end-to-end. Having it as an afterthought is tantamountto inviting issues.

• Autonomous Agents and Things

The potential for robots to continue to master and surpass humans in their ability to undertake human tasks will increaserapidly. Perhaps the most prominent example is the autonomous driving car, which leverage learnings from autonomousvehicles that have been used within controlled environments for years. Moving beyond controlled environments intonon-controlled environments, including the airspace that drones occupy will require further advances – advances thatGartner foresees coming soon.

• Big Data

According to IDC, big data is only getting started. Today, only 1 percent of all apps use cognitive services; by 2018 (in otherwords, in three years), 50 percent will. Essentially, analytics will be embedded in every application, used to facilitatefunctionality or convenience. Big data is transforming drug discovery, healthcare, education, language translation,employment recruiting etc.

By 2017, over 50 percent of organizations’ IT spending will be for 3rd platform technologies, solutions, and services,rising to over 60 percent by 2020.

The difference between “enterprise IT” and “technology vendor” will blur as both seek to implement technology solutionsthat form the basis of how their company operates.


CORPORATE OVERVIEW

Highlights

• Founded in 1999, Listed on the BSE• 5 Locations globally, 5 Service Units, 1 Integrated organization• A Global organization with operations in US and India• Over 800+ employees globally – 600+ IT Engineers and over 200 Healthcare process

associates• Dedicated Network Operations Centre (NOC)• GSS offers its services to diversified verticals – BFSI, Healthcare, Technology, Retail

& Manufacturing, Education and Government• Best-in-class top tier technology alliances and domain intensive Centers of Excellence

Achievements & Recognitions

• “Forbes’ list of Asia’s 200 Best Under $1 Billion Companies in 2008, 2009, and 2010• CMMI Level 5 company with best in class• SSAE16 Certified• ISO 27001 – Information Security Management quality and process frameworks• ITIL certified Professionals• ISO 9001:2000 – Quality Management Systems• ISO 20000 – International Standard for IT Service Management• HIPPA compliant Delivery Centers.


APPLICATION DEVELOPMENT

Overview

In todays global business environment, increased stakeholderexpectations and increased competition requires reliable,high performance applications to ensure efficiency. GSSInfotech’s Application Services enable our customers toleverage new technologies, proven platforms, internet power,ubiquitous mobile devices and new business and deliverymodels that increase competitive advantage.

Application Development

GSS Infotech Application Development Services are cost-effective, innovative and aligned to customer business needs.We can help you with requirements definition, specificationsmanagement, design, development, testing and integration ofsoftware across multiple platforms and technologies enablingyour new systems to perform seamlessly in your existingenvironment.

GSS Infotech provides domain expertise and in-depthtechnical skills required for custom application development.With our experienced developer base, robust infrastructure,and state-of-the-art development workbench GSS Infotechdeploys a business oriented approach to develop highperforming, modular and maintainable applications.

GSS Infotech’s Global Delivery Model helps to deliver highquality business applications that increase operationalefficiency, lower cost of ownership and enhance yourcompetitive advantage.

Application Maintenance

GSS Infotech Application Maintenance Services help you getthe best out of your existing IT applications. Our servicesspan service desk, incident and problem management tocorrective and preventive maintenance, and performanceimprovement.

GSS Infotech’s consultative approach takes a holistic viewof your business, technology roadmap, informationarchitecture and processes to deliver improved applicationsupport. With minimum downtime, we help your applicationsstay optimized to provide rapid response to key changesand business requests.

Application Transformation

Enterprises today need to support thousands of applicationsconcurrently with multiple interdependencies. An upgradeor modernization of one application may cause systemdowntime or interruption of work.

Application Transformation Services from GSS Infotech helpyou with a smoother and simpler transformation ofapplication portfolios without compromising quality orlosing time. Our automated processes, proven tools andmethodologies help in rationalizing, modernizing andextending the application portfolio of our customers.Moreover, we help organizations prepare for the onslaughtof new devices, mobile platforms and applications.

Business Solutions

• Cloud Enablement

• Custom Applications

• Portals

• Product Development

• eLearning

• Content Management

• System Integration

• EAI and SOA

• Customer Management


OverviewThe business cost of a software defect and the resultingapplication down-time is exponentially high. Focus on defectprevention and deliver software faster.

GSS Infotech Quality Assurance and Testing Services are Tried,Trusted and Tested. We call it GSS T3 Edge. Our exceptionalcustomer focus, use of robust test methodologies, testautomation expertise and adoption of a global delivery modelensures that we deliver business ready software; optimizingcustomer investment and delivery timeframes.

GSS Software Testing Services include:

Quality Assurance and Testing ServicesOur independent verification and validation offerings enablepredictable, efficient and cost-effective software delivery. OurSoftware Test Life Cycle (STLC) methodology encompasses teststrategies dependent upon identified risks, businesscriticality, user usage environment and schedules. Itincorporates the selection of test tools, competency mappingand resource utilization.

Our mature testing services ensure software applicationswork reliably and correctly under different user usagesituations. Our unique expertise in designing test cases using

multi-dimensional combinatorial testing methodologiesimproves quality, coverage, and schedules, reducing testingcosts. In addition, test-and-release effectiveness dashboardsallow for informed decision-making on the tested software,improving overall quality.

Functional TestingThe key to the successful launch of any business-readyapplication is to ensure all the inherent defects are identifiedand removed prior to install. At GSS Infotech we focus onproactive assurance,

We engage our QA experts at early stages in the life-cycle.Our shared services delivery model means our customersbenefit from complete utilization of SME bandwidth tailoredto their specific business needs.

Security TestingOur security test solutions assure complete data protectionand privacy from possible attacks. Our security testingframework is integrated early into the software developmentlifecycle to provide early identification allowing for thenecessary remedial action. We employ comprehensiveprocesses for threat modeling, reviewing use cases,functionality and data flows, and the application deploymentview.

SOFTWARE TESTINGON

SITE

OFFS

HORE

Assessment&

Planning

RequirementsManagementArchitecture &Designknowledge Transfer

ProjectManagementConfigurationManagementQualityManagement

ApplicationDevelopment &IntegrationVerification andValidationReleaseManagement

Design & Requirements

Analysis

Coding & Integration

Unit Testing

Functional Testing

On-going support andmaintenanceNew release s newdevelopmentQA services

Knowledgeacquisition

Infrastructure set-up

CommunicationDaily stand-up calls; Weekly Status Report

AvailabilityMinimum 3-4 hours of overlapping in EST time zone

VPN Connectivity between Client and GSS Development and Staging Environments


Performance Testing

Our performance optimization framework enablesidentification of application performance levels for thedesigned infrastructure capacity, while considering thenumber of concurrent users, transaction volumes andacceptable service levels.

The objective is to ensure the application performance againstthe benchmarking requirements both from the client andserver-side perspectives with metrics analysis and reporting.Root Cause analysis identifies performance issues andinforms resolution strategy.

Our approach, encompasses integration of application andproduction quality and ensures an objective and unbiasedfocus and minimizes risks of failure in production.

Test Automation

Test automation solutions provide consistency and higherROI. Our unique hybrid testing frameworks multiply reusabilitywith significant reduction in the life-cycle costs associatedwith the testing effort.

GSS Infotech helps customers to identify applications readyfor automation and quantifies the ROI. Our mature processes,proven tools and efficient methodologies help customers toimprove their service levels and delight end users. The focusis on continuous innovation in our delivery practices withtotal customer business orientation.

SOFTWARE TESTING

• SOA/ Web Services• Mobile Application Testing• Compatibility Testing• Usability Testing• Security Testing• Test Process Assessment• Testing Center Of Excellence• Regression Testing

Specialized TestingServices

• System Testing Solutions• Web Services Testing• API Testing• System & Integration Testing• User Acceptance Testing• Database Testing

Functional TestingServices

• Load, Stress, Volume, Scalability• Development, Analysis & Reporting

Performance Testing• Core Test Automation• Development & Execution• Test Automation Consultancy

Test AutomationServices

GSS Independent Testing Services enables to achievepredictable, efficient and cost effective software quality

FunctionalTesting

TestAutomation

TestingService

OfferingsSpecialized

Testing

PerformanceTesting


QMS -Process & Methodology

Process & Methodology

• Planning and Estimation• Life Cycle Management• Performance Dashboards & Reporting

Technology

• Automation Tools (Commercial & Open Source)• Frameworks• Environment (Physical, Virtual & Cloud)

People Competencies

• Competency Enhancement Framework• Web Technologies• Technical and Domain Knowledge• Six Sigma MBB, BB & GBs• ISTQB certified

Key Differentiators

• Innovative testing methodologies• 24X7 Operational model• Higher productivity• Reduces cost of testing through• Use of Automation & Open Source Tools• High Offshore leverage• Shared services• Flexible engagement and pricing models• Worldwide presence• Early involvement by testers in the project life cycle

Center of Excellence

• Performance Testing• Test Automation• Functional Testing• Infrastructure Testing• Retail Testing• Security Testing• Regression Testing Services• SOA And Middleware Testing• Usability And Accessibility Testing• Hosted Test Environment Management

Assuring Quality through effective Testing

SOFTWARE TESTING


Overview

GSS Infotech Infrastructure Management services has beenenabling our customers to Rationalize, Optimize, Implementand Adopt their IT infrastructure to drive their business needs.

GSS Infotech partners with our customers to align IT initiativesand goals with their enterprise strategy to deliver solutionsthat drive business process as well as improve the availability,reliability and performance of their IT investments. We utilizeour capabilities in onshore Professional services andconsulting and “right shore” models combined with expertconsulting, integration, support and managed services withworld-class customer service to help IT organizations reducecosts, increase efficiencies and manage risk in the data center.

Our Infrastructure Management Transformation Services aredelivered through our Hybrid Delivery Models, Expert PracticeCenters, Global Delivery

Infrastructure utilizing our proven Global Delivery Model andFramework through proven Customer relationships.

Our approach to IT Transformation Services is driven by ourfour key stages of Rationalization | Optimization |Implementation | Adoption.

Each of these by stages use proven methodologies and toolsthat are designed to identify your security strengths andweaknesses.

Our Key Capabilities include

• Data Centre Services

• Cloud Adoption Services

• Cloud Hosting Services

• Infrastructure Management Services

• Security and Compliance Services

IT INFRASTRUCTURE MANAGEMENT


Overview

Leveraging over 15 years of experience managing ,supportingand optimizing multivendor data center environments, GSSInfoTech has the expertise to effectively and efficiently managedata center modernization needs–from relocations andconsolidations to virtualization and the cloud. Enableorganizations to analyze their entire infrastructure and Ensureorganizations select the right approach to fit their uniquebusiness needs.

Relocation

Manage any relocation needs of our clients by leveraging ourinfrastructure of warehouses and testing and repair facilities,as well as extensive logistics and project managementcapabilities. Ensuring the availability of secured space andthe right technical resources necessary to bring the datacenter back online as quickly and cost-efficiently as possible.

Consolidation

Planning and optimizing efficient data center environments.Ensure the infrastructure maintains its high-level performancewhile containing costs and ensuring business operations areoptimized.

Migration

Help clients migrate away from older platforms with minimumrisk by defining and implementing a robust transitionmanagement process. GSS Infotech will expertly plan andexecute the data center migration to ensure a smoothtransition.

Cloud Consulting Services

Assess current business applications and IT architecture todetermine which applications provides the best businessvalue in moving to a cloud platfrm. Analyze the challengesand opportunities associated with moving to the cloud andprovide expertise to aid organizations in navigatingcompliance coplexities that can arise within cloudenvironments.

Disaster Recovery and Backup Plan

Disaster Recovery is critical in all environments whereimportant corporate information is managed and stored.

Implement a robust disaster recovery and backup solutionusing the best of breed products from the market. Training,best practices, knowledge transfer and integration toexistingbackup solutions.

DATA CENTER SERVICES


Overview

Implementing virtualization services reduces the number ofservers you have to run, which is a direct saving on hardwarecosts and also on the total amount of energy needed to runhardware and provide cooling.

GSS InfoTech’s Virtualization services include:

Server Consolidation

Understand the individual requirements in migrating andconsolidating physical machines into a consolidated virtualmachine environment.

GSS work’s with the customer to analyze their existingenvironment and make recommendations as to what the targetenvironment should look like. Analysis of the TCO associatedwith the project and server sizing requirements is also covered.

Methodology

• Analyze your IT environment;

• Identify your goals and objectives so that the success andfailure of theproject can be measured

• Sell the case to upper management

• Sell it to end users

• Plan the consolidated environment

• Migrate the data

P2V and V2V Conversion and MigrationImport the workloads of your physical servers into virtualmachines using customized tools Migrations are ideal forcustomers involved in server consolidation or legacymigration projects. P2V migrations accelerate customers ROIin Virtualization environment.

Methodology• Review General P2V and V2V Concepts Document

• Review and select migration tools

• Locate and review specific P2V and V2V steps for yourmigration tool and target hypervisor platform

• Clean up drivers and tools that are no longer needed

DATA CENTER SERVICES


OverviewGSS’s Cloud Services provide end-to-end enterprise-gradesolutions for clients who are seeking to utilize the MicrosoftAzure or Amazon Web Services platform.

Cloud Adoption Services include:

Cloud Assessment ServicesThese services are designed to consider the complexities inunderstanding cloud benefits against organizationalrequirements, thus helping customers transition to the cloudin a quick and methodical way. Also, we check applicationreadiness towards moving it to the cloud platform with thehelp of questionnaire, workshop and pilot.

Cloud Application Management ServicesGSS InfoTech assists its customers in the development andmaintenance of applications or solutions using multipletechnologies on cloud platforms with a careful considerationfor the cloud specific details in design and developmentphases.

Cloud Migration ServicesOur Migration services are specifically for movingapplication from existing infrastructure to the Cloud usingIaaS / PaaS / SaaS based service model and thereafterenhancing application considering other cloud services.

Cloud Integration ServicesThe Integration services on cloud platform using openstandard APIs, ESB based framework or custom tools such asIBM Cast Iron, Informatica Cloud etc. to connecting from onpremise applications to cloud or cloud applications toanother cloud infrastructure.

Cloud Infrastructure ServicesOur Infrastructure services provides complete stack ofservers, network / bandwidth capacities, storage anddatabase services to the potential customers consideringpublic / private and hybrid cloud scenarios along with backup& restore / DR strategy.

CLOUD ADOPTION SERVICES


Overview10 years in Cloud and Virtualization | We can develop cloudcustom solutions using OnApp, Xen, KVM or VMwaretechnology, integrating with our storage, your network, or yourco-located or dedicated hardware to create a private cloudenvironment.

Private CloudGet your own virtual private data center with secure cloudcomputing in a dedicated environment. Build your own cloud,but keep the control.

Dedicated ServersServers dedicated exclusively to your organization. Unlikeshared, virtual or cloud environments where the server’sresources may be split among other users, a dedicated serverwill distribute 100% of its resources to power just yourwebsites and applications.

Back up to ServerGSS Backup to Server safeguards your business by helping toprotect the important files your website or application needs.Quickly get back to normal operations by rapidly restoringfiles after a system failure or file loss.

ColocationGSS’s colocation services offers a choice of SSAE16 compliantsites with 24/7 on-site systems administrators, extensivesecurity, power redundancy, network redundancy, and HVACredundancy with services backed by a comprehensive servicelevel agreement (SLA).

Features of GSS Cloud HostingInfrastructure: We operate out of 3 tier / 2 tier Data centerslocated across the US, in Chicago and New Jersey. An SSAE16/SOC3 audited system with robust security.

Storage: An Enterprise Multiple storage solutions includingNetApp and Adera, brings together hundreds of hard drivesand low latency solid-state cache ensuring lightning-fast diskIO.

Hosting: Cloud hosting using hypervisors. Hardware resourcesare carefully managed and, in the event of failure, your virtualmachines are automatically allocated to a new hypervisorfor uninterrupted service.

Software: We provide a choice of software solutions for yourvirtual machines, from operating systems to web servers andcontrol panels. Foundation level operating systems includeCentOS, Debian, Ubuntu, Linux and Windows. Also offer achoice of additional software from web servers to hostingcontrol panels as well as the ability for you to make yourown, custom templates.

GSS Support: GSS service desk is staffed with highly-trainedengineers with years of experience supporting on server,desktop and network level infrastructure issues for anEnhanced user experience and pre-emptive resolution ofissues.

CLOUD HOSTING SERVICES


Application Management Services• Our services include:• Application Packaging• Enterprise Mobility• Database Management• ERP/CRM/EAP Management• Managed Workload Automation• Middleware Management• Application Management• Platform Migration Services

End User ComputingGSS InfoTech offers customized workspace services thatsignificantly improve data management, productivity,processes and security across your company.

Our services include:• Imaging• Service Management• Knowledge Management• Asset Management• Messaging and Directory

Service DeskGSS service desk is staffed with highly-trained engineers withyears of experience supporting on server, desktop and networklevel infrastructure issues for an Enhanced user experienceand pre-emptive resolution of issues.

Our services include:• Incident and Problem Management• Change Management• Configuration Management• Release Management• Perfective & preventative Maintenance

GSS InfoTech’s Infrastructure Management services enable leading companies worldwide to optimize, secure, manage andsupport their mission-critical infrastructure.

IT INFRASTRUCTURE MANAGEMENT


OverviewOver the last year the number of security breaches hasincreased two fold and the business is getting vulnerable toexternal hackers. While we continue to tighten our internalsecurity, it becomes important to realize that keeping acontinued vigil on customer’s data is leading to moresleepless nights for C-level Executives.

The security breaches have also increased with thepenetration of social media and mobility solutions drivingboth ecommerce and buying decisions on scale that hasovershadowedt echnology advances in security. Research hasshown last year that an average of over USD 500k was spentby small and medium businesses to recover from cyberattacks.

Knowledge and solutions are needed to create a secureenvironment for your business, both of which add to ITCAPEXand slow adoption of IT to business scalability.

GSS Security Services includes:

Vulnerability AssessmentCustomized exploitation and assessment work to yourenvironment and goals. Areas explored include InfrastructureSecurity & Application Security

Penetration TestingA proactive & authorized attempt to evaluate security of an ITinfrastructure by safely attempting to exploit systemvulnerabilities, including OS, service and application flaws,improper configurations, and even risky end-user behavior.Areas explored include External and Internal PenetrationTesting, Application Penetrating Testing.

Wireless Security ReviewsGSS’s wireless penetration testing and assessment servicesevaluate the security of your organization’s wirelessimplementations and provide recommendations forimprovement.

VPN Security ReviewsThe VPN review compares your current configuration againstrecommended best practices andi dentifies any areas ofconcern. The assessment includes remote and onsiteconfiguration review as well as an architecture review.

Firewall Security ReviewsFirewall security reviews are important because they identifyvulnerabilities that cannot normally be detected throughnetwork penetration tests and black box network assessments.

Cloud SecurityCovers physical security of the infrastructure and the accesscontrol mechanism of cloud assets. Areas explored includeCloud Application Assessments, Cloud InfrastructureAssessments, Host/OS Configuration Reviews, CloudArchitecture Reviews, VPN Security Reviews and Host-basedFirewall Reviews.

Governance Risk and ComplianceIdentifies risks, internal controls, and gaps in controls. TheIT Risk Assessment breaks down the probability and impactof individual risks. Assist organizations to comply withavariety of regulations, whether it is SSAE16, PCI-DSS, HIPAAor ISO27001.

SECURITY SERVICES


OverviewGSS Infotech’s approach over the last 20 years in the area ofStrategic Sourcing for Staffing has been founded on theprinciple for partnering with our cients and understandingtheir needs.

Features

Our Technology ExpertiseOur pool of talent both in US and India cover a large varietyof tools and technologies including healthcare.

Stability and PerformanceGSS robust and proven processes ensure that you get highlyskilled placements that integrate into your organization withthe minimum of disruption. Our highly disciplined programmanagement and change management controls eliminate thehurdles of managing complex deployments. We can quicklypull together onshore, near shore and offshore resources intoa highly efficient team that quickly delivers short time-to-benefit windows.

Financial AdvantageUsing GSS Cost effective delivery model, companies are oftenable to reduce their employee count and related costs, suchas recruitment, supervision, salary and benefits. Byoutsourcing a capital intensive function, organizations alsobenefit from reduced equipment obsolescence anddepreciation costs.

Flexible Management OptionsMany organizations choose to absorb entire teams for specificshort term project delivery. Often companies do not have thebandwidth to manage the team. GSS can help by managingpart or all of your outsourced project team, with seamlessintegration into your existing management hierarchy andreporting lines.

Diverse ExpertiseGSS stays abreast of changing technologies and is proficientin all platforms and operating systems. We’re driven byquality processes and proven best practices. Our broad rangeof experience enables us to be an immediately productivepart of your team.

STRATEGIC SOURCING


APAC -India

Hyderabad -Global HQBrigade Towers,3rd & 4th Floor, Plot No: 30,Financial District ,Gachibowli,Hyderabad, Telangana –500032Tel: +91 40 44556600Fax:+91 40 40028703

North America

North Brunswick, NJ, USA2050, Brunswick Plaza -1,State Highway 27, Suite #201North BrunswickNJ-08902.Tel: +1 732-798-3101Fax: +1 866-726-0520

Albany, NY, USA1762 Central Ave,Albany, NY 12205, USA.Tel: +1 518-452-3700Fax: +1 518-452-3939

Glastonbury, CT, USA41B New London Turnpike,Glastonbury, CT, 06033, USATel: +1 860-633-7174Fax: +1 860-633-7162

Santa Clara, CA, USA4677 Old Iron sides Drive,Suite#260, Santa Clara,CA -95054Tel: +1 860-709-0933Fax: +1 209-879-0162

Locations


Annexure [G] to Board’s ReportReport on Corporate Governance

COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE

The philosophy of governance has been deeply rooted in the culture of GSS Infotech Limited over a long period of time. YourCompany continues to deliver value to its various stakeholders. The practice of responsible governance has enabled yourCompany to achieve sustainable growth, while meeting the expectations of all stakeholders and the society at large. Besidescomplying with Listing Regulations, your Company has adopted various practices and set responsible standards of business.Your Company endeavors to improve upon aspects like transparency, professionalism, accountability and fair disclosures, onan ongoing basis and takes necessary steps towards growth and enhancing value for its shareholders.

The Securities and Exchange Board of India (“SEBI”) on 2nd September, 2015, issued SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (hereinafter referred to as the “Listing Obligations”) with an aim to consolidate and streamlinethe provisions of the Listing Regulations for different segments of capital markets to ensure better enforceability. The ListingRegulations were effective from 01st December 2015. Accordingly all the listed companies were required to enter into the ListingAgreement with the Stock Exchanges within six months from the effective date. Your company has entered into listing agreementwith BSE Limited and National Stock Exchange of India Limited on 20th November, 2015.

GOVERNANCE FRAMEWORK

Your Company’s Governance structure consists of Board of Directors, its Committees and the Senior Management.

Board Structure:

Board Leadership: Your Company has a well-balanced Board of Directors with members from diverse backgrounds who haveyears of experience and expertise in various fields. Out of 7 members on the Board, 2 are Independent Directors who are wellknown for their wealth of experience, high standards of governance and independence. 2 out of 7 members are PromoterDirectors. The Managing Director & CEO is responsible for the overall management of the affairs of the Company under thesupervision of the Board of Directors. The Board over the period of years has created a culture of leadership to provide long-term vision and policy approach to improve performance and quality of governance in your Company. It has played a primaryrole in providing strategic direction to the management coupled with giving responsibility and accountability to deliver valuewith highest level of transparency and integrity.

Board Committees: Committees have been constituted by the Board with specific terms of reference and have an optimumrepresentation of Board members. These Committee members meet at such frequency as is necessary to address theresponsibilities and tasks assigned to them. Presently there are three (3) Committees of the Board viz., Audit Committee,Nomination and Remuneration Committee, and Stakeholders Relationship Committee.

Management Structure:

Managing Director & CEO: The Managing Director & CEO is responsible for the overall management of the affairs of theCompany under the supervision of the Board. He drives the initiatives as approved by the Board of Directors of the Companyand provides direction to achieve the same.


Senior Management: The Senior Management is led by the Managing Director & CEO and consists of Business heads who arein charge of the different functions in the organization such as the ADMS, IMS, Sales & Marketing, Finance, InformationTechnology, International Operations, Legal/Secretarial and Human Resources. They are in charge of driving strategic initiativesof the Company, reviewing the overall performance including risk management, compliance and taking decisions on majorinvestments of the Company. The Senior Management meets on a regular basis to deliberate and discuss on various mattersincluding effectiveness of the businesses/functions reporting to them. The members of the Senior Management report to the Mr.Bhargav Marepally, Managing Director & CEO of the Company.

BOARD OF DIRECTORS

Composition:

• The Composition of the Board of GSS Infotech Limited comprises of 7 Directors as stated below:

1. Mr. Keerthy Jaya Tilak Chairman, Non-executive, Independent Director 2. Mr. Bhargav Marepally Managing Director and Promoter 3. Mr. Ramesh Yerramsetti Non-executive Director and Promoter 4. Mr. Patri VenkataRamakrishna Prasad Non-executive, Non –Independent Director 5. Mr. Nagajayanthi Das Juttur Ragavendra Non-executive, Woman Independent Director 6. Mr. Mark Silgardo Non-executive, Non –Independent and Nominee Director 7. Mr. Madhukar Sheth Non-executive, Non –Independent Director (Investor Director)

• The Chairman of the Company is Mr. Keerthy Jaya Tilak who is a Non-executive and Independent Director of the Company.Hence the Company should have one-third of the composition of the Board as Independent Directors.

• Mr. Patri VenkataRamakrishna Prasad was an Independent Director of the Company, but with effect from 10th February,2015, his status has been changed to Non-independent Director. Before the said date, the Composition of the Board wasin order and in compliance with Regulation 17 of LODR Regulation and Section 149 of the Companies Act, 2013.

• After the change in status of Mr. Prasad, the Company has been eagerly looking for a candidate as a Director who cancontribute to the operations and sales segment of the Company. GSS Infotech limited is an Information TechnologyCompany and in view of tremendous volatility in the IT markets which are very dynamic in nature, it was decided anddeliberated by the Board that the Candidate should be familiar with the business of the Company who can bring outsideIndependent perspective/Knowledge to the Company and thus contribute to the growth of the Company and increase theshareholder wealth.

• The Board is putting its best efforts to get on board an independent Director, who can fill the gap that exists in theoperations segment of the Company, who can bring Independent perspective about the latest technologies prevalent inthe market, the skill set that our employees should possess to cater to a wide range of projects across of the world and thebest practices prevalent in the world of Technology.

• During the financial year 2015-16, the Composition of the Board was not in order as required under Regulation 17 of theListing Regulations and Section 149 of the Companies Act, 2013.

Independent Directors:

The Independent Directors of your company have been appointed for a tenure of 5 (five) years up to 29th March, 2020. Theirappointment was approved by the shareholders of your Company at their AGM held on 30th September, 2015. The IndependentDirectors have submitted declarations that they meet the criteria of Independence laid down under the Companies Act, 2013and the Listing Regulations and have confirmed that they do not hold directorship in more than the prescribed limit in theListing Regulations. Your Company has also issued formal appointment letters to all the Independent Directors in the mannerprovided under the Companies Act, 2013. A sample letter of appointment is available on the website of your Company and canbe assessed through the link:http://www.gssinfotech.com/about/compliance-under-clause-49.html


Independent Director’s Meeting:During the year under review, the Independent Directors met on 14th February, 2016, without the attendance of Non-IndependentDirectors and members of the management, inter alia, to discuss on the following:• To review the performance of the Non-Independent Directors and the Board as a whole;• Review the performance of the chairperson of your Company, taking into account views of Executive/Non-Executive

Directors; and• Assess the quality, quantity and timeliness of flow of information between your Company’s management and the Board

that was necessary for the Board to effectively and reasonably perform the duties.

Directorship and Membership on Committees:The details of nature of Directorships, relationship inter-se, number of directorships and committee chairmanships/membershipsheld by them in other public companies are detailed below:

Name of the Director(s) Nature of Directorship Relationship with As on 31st March, 2016each other Directorship Membership and

in other Chairmanship ofCompanies (*) the Board of other

Companies (**)Chairman Member

Mr. Bhargav Marepally Managing Director and CEO *** - - -Mr. Ramesh Yerramsetti Non-Executive and Promoter Director *** 1 - -Mr. Patri Non-Executive andVenkataRamakrishna Non- Independent Director *** 1 - 1PrasadMr. Mark Silgardo Non-Executive and

Non-Independent Director *** 1 - -Mr. Madhukar Sheth Non-Executive and

Non-Independent Director *** - - -Mr. Keerthy Jaya Tilak Non-Executive and

Independent Director *** - - -Mrs. Nagajayanthi Non-Executive andDas Juttur Ragavendra Independent Director *** - - -

* Excludes directorship in GSS Infotech Limited. Also excludes directorship in private limited companies, foreign companies,companies incorporated under Section 8 of the Companies Act, 2013 and Alternate Directorships

** For the purpose of considering the limit of committee memberships and chairmanships of a Director, Audit Committeeand Stakeholders Relationship Committee of public limited companies have been considered

*** No inter – se relationship with any of the Directors of the Company.

Number of Board Meetings:

During the financial year ended 31st March, 2016, Four (4) meetings of the Board of Directors were held and the maximum timegap between two (2) meetings did not exceed one hundred and twenty days. The dates of the Board meetings are as under:

Date(s) on which Board meeting(s) were held Purpose30th May, 2015 Results10th August, 2015 Results14th November, 2015 Results14th February, 2016 Results


All the Directors have informed the Company periodically about their Directorship and Membership on the Board/Committeesof the Board of other companies. As per the disclosures received, none of the Directors of the Company hold membership inmore than the prescribed limits across all companies in which he/she is a director.

Details of their attendance at Board Meetings and at the AGM held during the year ended 31st March, 2016 are as follows:

Name of the Director Board Meeting details AttendanceHeld Attended at last AGM

Mr. Bhargav Marepally 4 4 YesMr. Ramesh Yerramsetti 4 3 YesMr. Patri VenkataRamakrishna Prasad 4 3 YesMr. Mark Silgardo 4 3 NoMr. Madhukar Sheth 4 4 NoMr. Keerthy Jaya Tilak 4 4 YesMrs. Nagajayanthi Das Juttur Ragavendra 4 4 No

Shareholding of the Non-Executive Directors of the Company in GSS Infotech Limited as on 31st March, 2016 is as follows:

Name of the Director Nature of Directorship No. of % to the paidshares held up share capital

Mr. Ramesh Yerramsetti Non-Executive and Promoter Director Nil NilMr. Patri VenkataRamakrishna Prasad Non-Executive and Non- Independent Director Nil NilMr. Mark Silgardo Non-Executive and Non- Independent Director Nil NilMr. Madhukar Sheth Non-Executive and Non- Independent Director 1662504 9.81Mr. Keerthy Jaya Tilak Non-Executive and Independent Director Nil NilMrs. Nagajayanthi DasJutturRagavendra Non-Executive and Independent Director Nil Nil

Mr. Bhargav Marepally, CEO and Managing Director holds 4992 equity shares of the Company as on 31st March 2016.

Board Procedures:

The Board meets at least once in a quarter to review financial results and operations of the Company. In addition to the above,the Board also meets as and when necessary to address specific issues concerning the businesses of your Company. The BoardMeetings are governed by a structured Agenda. The Agenda along with detailed explanatory notes and supporting material arecirculated in advance before each meeting to all the Directors for facilitating effective discussion and decision making. TheBoard members are, on a quarterly basis, appraised by the Managing Director on the overall performance of the Companythrough presentations and detailed notes.

Presentations are also made by the members of the Senior Management on the Company’s plans, performance, operations andother matters on a periodic basis. The Board has complete access to any information within your Company which includes theinformation as specified in Regulation 17 of the Listing Regulation and they are updated about their roles and responsibilitiesin the Company.

The Companies Act, 2013 read with the relevant rules issued thereunder, now facilitate conducting meetings of Board and itsCommittees through permitted audio-visual means or video-conferencing. Accordingly, during the year, the Board memberswere, in accordance with the provisions of the Companies Act, 2013 and the Companies (Meetings of Board and its Powers)Rules, 2014, provided with an option to participate at Board Meetings through video conferencing mode except in respect ofthose meetings wherein transactions are not permitted to be carried out by way of video-conferencing.


Familiarization Programme:

Your Company has put in place a structured induction and familiarization programme for all its Directors including theIndependent Directors. The Company through such programme familiarizes not only the Independent Directors but any newappointee on the Board, with a brief background of the Company, their roles, rights, responsibilities in the Company, nature ofthe industry in which the Company operates, business model, operations of the Company, etc. They are also informed of theimportant policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel andthe Code of Conduct to Regulate, Monitor and Report Trading by Insiders, etc.

The Managing Director, CFO, business heads and other senior officials of the Company make presentations to the Boardmembers on a periodical basis, briefing them on the operations of the Company, strategy, risks, new initiatives, etc.The familiarization programme for Independent Directors in terms of provisions of Listing Regulations for the financial yearending is uploaded on the website of the Company and can be accessed through the following link:http://www.gssinfotech.com/images/downloads/compliance-under-clause/familiarization-programme-and-meeting-of-independent-directors.pdf

Evaluation of Board Effectiveness:

In terms of provisions of the Companies Act, 2013 read with Rules issued thereunder and Listing Regulations, the Board ofDirectors, on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board.Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial yearended 31st March, 2016. The evaluation of the Directors was based on various aspects which, inter alia, included the level ofparticipation in the Board Meetings, understanding of their roles and responsibilities, business of the Company along with theenvironment and effectiveness of their contribution via-a-vis their responsibilities.

The Board of Directors at its meeting held on 13th August, 2016, has noted the overall feedback on the performance of theDirectors and the Board as a whole and its Committees.

The overall outcome of this exercise to evaluate effectiveness of the Board and its Committees was positive and membersexpressed satisfaction.

COMMITTEES OF THE BOARD:

The Committees constituted by the Board play a very important role in the governance structure of the Company. The terms ofreference of these Committees are approved by the Board and are in line with the requirements of Companies Act, 2013 andListing Regulations. The minutes of Committee meetings are tabled at the Board meetings and the Chairperson of each Committeebriefs the members of the Board on the important deliberations and decisions of the respective Committees. The minutes of theproceedings of the Committee Meetings are captured in the same manner as the Board Meetings and in accordance with theprovisions of the Companies Act, 2013. Currently, there are three (3) Committees of the Board, viz., Audit Committee, Nominationand Remuneration Committee and Stakeholder’s Relationship Committee.

Audit Committee:

The Audit Committee has played an important role in ensuring the financial integrity of the Company. The Audit Committee’srole includes oversight of the financial reporting process, the audit process, the adequacy of internal controls, transactionswith related parties and compliance with applicable laws and regulations.

The composition of the Audit Committee is in line with provisions of Section 177 of the Companies Act, 2013 and Regulation 18of the Listing Regulations. The members of the Audit Committee are financially literate and have requisite experience infinancial management. The Committee invites Chief Financial Officer and Statutory Auditor to attend its meetings. The CompanySecretary acts as the Secretary to the Committee.


The composition of the Audit Committee of the Board of Directors of the Company along with the details of the meetings heldand attended during the financial year ended 31st March, 2016, are detailed below:

Name of the Member Nature of Membership Audit Committee Meeting DetailsHeld Attended

Mr. Keerthy Jaya Tilak Chairman 4 4Mr. Bhargav Marepally Member 4 4Mrs. Nagajayanthi Das Juttur Ragavendra Member 4 4

Date(s) on which Audit Committee meeting(s) were held. Purpose

30th May, 2015 Results

10th August, 2015 Results

14th November, 2015 Results

14th February, 2016 Results

The Chairman of the Audit Committee was present at the last AGM held on 30th September, 2015:

The scope of activities and terms of reference of the Audit Committee is governed by a Charter which is in line with theprovisions of Section 177 of the Companies Act, 2013 and Listing Regulations.

The role of the Audit Committee, inter alia, includes the following:1. Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that the

financial statements are correct, sufficient and credible;2. Reviewing with the management the quarterly, half-yearly, nine-monthly and annual financial statements, standalone as

well as consolidated, before submission to the Board for approval;3. Reviewing the Management Discussion and Analysis of the financial condition and results of operations;4. Reviewing with the management, the annual financial statements and auditor’s report thereon before submission to the

Board for approval, with particular reference to:a. Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report as per

Section 134(3)(c) of the Companies Act, 2013;b. Changes in the accounting policies and practices and the reasons for the same, major accounting entries involving

estimates based on the exercise of judgment by management and significant adjustments made in the financialstatements arising out of audit findings;

c. Compliance with listing and other legal requirements relating to financial statements;d. Disclosure of any Related Party Transactions (RPTs); ande. Qualifications in the draft audit report, if any.

5. Reviewing the financial statements of unlisted subsidiary companies (including joint ventures) and investments made bythe unlisted subsidiary companies (including joint ventures);

6. Reviewing and considering the following w.r.t. appointment of auditors before recommending to the Board:a. qualifications and experience of the individual/firm proposed to be considered for appointment as auditor;b. whether such qualifications and experience are commensurate with the size and requirements of the company; andc. giving due regard to any order or pending proceeding relating to professional matters of conduct against the

proposed auditor before the Institute of Chartered Accountants of India or any competent authority or any Court.7. Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal of the statutory

auditor, fixing of audit fees and approving payments for any other service;


8. Discussion with the statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

9. Reviewing and approving quarterly and yearly management representation letters to the statutory auditor;10. Reviewing management letters/letters of internal control weaknesses issued by the statutory auditors and ensuring

suitable follow-up thereon;11. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing

and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;13. Reviewing the appointment, removal and terms of remuneration of the Chief Internal Auditor of the Company;14. Formulating in consultation with the Internal Auditor, the scope, functioning, periodicity and methodology for conducting

the internal audit;15. Evaluating the internal financial controls and risk management policies/system of the Company;16. Discussion with the internal auditors on internal audit reports relating to internal control weaknesses and any other

significant findings and follow-up thereon;17. Reviewing the internal investigations by the internal auditors into matters where there is a suspected fraud or irregularity

or failure of internal control systems of a material nature and reporting the matter to the Board;18. Review and comment upon the report made by the statutory auditors (before submission to the Central Government) with

regard to any offence involving fraud committed against the company by its officers/employees;19. Approval or subsequent modification of transactions of the Company with related parties including appointment and

revision in remuneration of related parties to an office or place of profit in the Company, its subsidiary company orassociate company;

20. Reviewing the statements of significant related party transactions submitted by the management;21. Reviewing and Scrutinizing the inter-corporate loans and investments;22. Review of the Whistle Blower mechanism of the Company as per the Whistle Blower Policy. Overseeing the functioning of

the same;23. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function

or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;24. Approving the auditors (appointed under the Companies Act, 2013) to render any service other than consulting and

specialized services;25. Recommending to the Board of Directors, the appointment, remuneration and terms of appointment of Cost Auditor for the

Company;26. Review the cost audit report submitted by the cost auditor on audit of cost records before submission to the Board for

approval;27. Appointing registered valuers and defining the terms and conditions for conducting the valuation of assets/net-worth/

Liabilities of the Company. Reviewing the valuation report and follow-up thereon;28. Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue, rights

issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the agency monitoring the utilization of proceeds of a public or rightsissue, and making appropriate recommendations to the Board to take up steps in this matter;

29. Looking into reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case ofnon-payment of declared dividends) and creditors, if any;

30. Review and approve policy formulated for determination of material subsidiaries;31. Review and approve policy on materiality of related party transactions and also dealing with related party Transactions

and32. Any other matter referred to by the Board of Directors.


Nomination and Remuneration Committee

The Nomination and Remuneration Committee broadly plays a dual role of determining the composition of the Board based onneed and requirements of the Company from time to time and determines the overall compensation framework and policy forDirectors, senior management and employees. The Committee further reviews that the human resource practices of the Companyare effective in maintaining and retaining a competent workforce. The Company Secretary acts as the Secretary to the Committee.

The Nomination Committee and Remuneration Committee meet once during the financial year 2015-16. The composition of theNomination and Remuneration Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 andListing Regulations.

The composition of the Nomination and Remuneration Committee of the Board of Directors of the Company as on 31st March,2016 is detailed below:

Name of the Member Membership

Mrs. Nagajayanthi Das Juttur Ragavendra Chairman

Mr. Keerthy Jaya Tilak Member

Mr. Patri VenkataRamakrishna Prasad Member

Mr. Madhukar Sheth Member

The Nomination and Remuneration Committee is empowered, pursuant to its terms of reference, inter alia, to:1. Identify persons who are qualified to become directors and persons who may be appointed in senior management in

accordance with the criteria laid down, and recommend to the Board their appointment and removal;2. Carry on the evaluation of every Director’s performance;3. Formulate criteria for determining qualifications, positive attributes and independence of a Director;4. Recommend to the Board a policy, relating to the remuneration of the directors, Key Managerial Personnel and other

employees;5. Formulate criteria for evaluation of Independent Directors and the Board;6. Devise a policy on Board Diversity; and7. Undertake any other matters as the Board may decide from time to time

Nomination and Remuneration Policy of the Company:

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee has, inter alia, thefollowing responsibilities:1. Formulate the criteria for appointment as a Director: The Committee shall formulate criteria, and review them on an

ongoing basis, for determining qualifications, skills, expertise, qualities, positive attributes required to be a Director ofthe Company.

2. Identify persons who are qualified to be Directors: The Committee shall identify persons who are qualified to becomeDirectors and who satisfy the criteria laid down. The process of identification shall include ascertaining, meeting,screening and reviewing candidates for appointment as Directors, whether Independent, Non-Executive or Executive.

3. Nominate candidates for Directorships subject to the approval of Board: The Committee recommends to the Board theappointment of potential candidates as Non-Executive Director or Independent Director or Executive Director, as the casemay be.

4. Approve the candidates required for senior management positions: The Committee shall lay down criteria includingqualifications, skills, expertise and qualities required for senior management positions like Managing Director & CEO,CFO and Company Secretary and members of the Executive Council of the Company.


5. Evaluate the performance of the Board: The Committee shall determine a process for evaluating the performance of everyDirector, Committees of the Board and the Board. The Committee may seek the support and guidance of external expertsand agencies for this purpose.

6. Evaluate the performance of the Managing Director or Whole-time Director and determine the Executive Compensation.The Committee shall evaluate the performance of the Managing Director by setting his Key Performance Objectives at thebeginning of the each financial year. The Committee shall also approve his/her/their compensation package(s) in accordancewith applicable laws, in line with the Company’s objectives, shareholders’ interests, comparable with industry standardsand which shall have an adequate balance between fixed and variable component.

7. Review performance and compensation of senior management: The Committee shall review the performance of the seniormanagement of the Company. The Committee shall ensure that the remuneration to the Key Managerial Persons andSenior Management involves a balance between fixed and incentive pay reflecting short and long term performanceobjectives appropriate to the working of the Company and its goals.

8. Recommend to the Board, commission to the Non-Executive Directors: The Committee shall recommend the commissionpayable to the Non-Executive Directors, including Independent Directors, to the Board of Directors of the Company afterconsidering their contribution to the decision making at meetings of the Board/Committees, participation and time spentas well as providing strategic inputs and supporting the highest level of corporate governance and Board effectiveness.It shall be within the overall limits fixed by the shareholders of the Company.

Remuneration to the Managing Director during the year 2015-16:

During the financial year ended 31st March, 2016, Mr. Bhargav Marepally, Managing Director, did not draw any remunerationfrom the Company.

Details of remuneration paid to Directors during the year 2015-16:

During the financial year ended 31st March, 2016, the Company paid Rs. 20,000/- (Rupees Twenty thousand only) as sitting feesfor attending each of the Board and other Committee meetings to the Non-Executive Directors (except Mr. Mark Silgardo –Nominee Director) of the Company.

Details of remuneration paid to the Directors of the Company for the financial year ended 31st March, 2016 are as follows*:

(Amount in `)

Name of the Director Salary Perquisites Sitting fees Commission TotalMr. Bhargav Marepally - - - - NilMr. Ramesh Yerramsetti - - 60,000 - 60,000Mr. Patri VenkataRamakrishna Prasad - - 80,000 - 80,000Mr. Mark Silgardo - - - - -Mr. Madhukar Sheth - - 1,00,000 - 1,00,000Mr. Keerthy Jaya Tilak - - 1,90,000 - 1,90,000Mrs. Nagajayanthi Das Juttur Ragavendra(appointed on 10.02.2015) - - 1,90,000 - 1,90,000

*The information is provided on standalone basis

Stakeholders Relationship Committee

The Composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the CompaniesAct, 2013 and Listing Regulations.


The Committee did not meet during the financial year ended 31st March 2016. The terms of reference of the Committee includesenquiring into and redressing the complaints of shareholders and investors and to resolve the grievance of the securityholders of the Company.

The Composition of the Stakeholder’s Relationship Committee as on 31st March, 2016 is as follows:

Name of the Member Nature of MembershipMr. Madhukar Sheth ChairmanMrs. Nagajayanthi Das Juttur Ragavendra MemberMr. Bhargav Marepally Member

Details pertaining to the number of complaints received and responded and status thereof during the financial year ended31st March, 2016, is given below:

Details of Investor Complaints during FY 2015-16 Number

No. of complaints received during the year 2015-16 1No. of complaints resolved during the year 2015-16 1No. of complaints pending at the end of the year 2015-16 Nil

SUBSIDIARY COMPANIES

Your Company does not have any material non-listed Indian subsidiary company in terms Regulation 16 of the Listing Regulations.The minutes of the Board meetings of the subsidiary companies are placed at the meeting of the Board of Directors of theCompany on periodical basis. The Audit Committee reviews the financial statements including investments made by theunlisted subsidiary companies of the Company.

The Board of Directors of the Company have approved a policy for determining “material” subsidiaries. The said Policy hasbeen placed on the website of the Company and can be accessed through the following link:

http://www.gssinfotech.com/images/downloads/compliance-under-clause/policy-for-determining-material-subsidiary.pdf

RELATED PARTY TRANSACTIONS

Your Company enters into various transactions with related parties as defined under Section 2(76) of the Companies Act, 2013in its ordinary course of business. All the RPTs are undertaken in compliance with the provisions set out in Companies Act,2013 and Listing Regulations. The Audit Committee and the Board of Directors of the Company have formulated the Policy ondealing with RPTs and a Policy on materiality of RPTs which is uploaded on the website of the Company and can be accessedthrough the following link:

http://www.gssinfotech.com/images/downloads/compliance-under-clause/policy-for-determining-material-subsidiary.pdf

The Company has a robust process for RPTs and the transactions with Related Parties are referred to the Audit Committee forits approval at the scheduled quarterly meetings or as may be called upon from time to time along with all relevant andstipulated information of such transaction(s).

During the financial year ended 31st March, 2016, the Company has entered into RPTs in the ordinary course of business andon arms’ length basis; and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder,Regulation 23 of the Listing Regulations and the Policy of the Company on dealing with RPTs. During the financial year ended31st March, 2016, there are no transactions with related parties which qualify as a material transaction in terms of theapplicable provisions of Listing Regulations. The details of the RPTs are set out in the Notes to Financial Statements formingpart of this Annual Report.

The details of the remuneration paid to the Key Managerial Personnel appointed by the Company in accordance with theprovisions of Section 203 of the Companies Act, 2013 is set out in the Board’s Report forming part of this Annual Report.


Details of employees, who are relatives of the Directors, holding an office or place of profit in your Company pursuant to Section188 of the Companies Act, 2013:

There are no employees in the Company, who are relatives of Directors, holding office of place of profit in the Company as on31st March, 2016:

Directors with materially significant, pecuniary or business relationship with the Company:

There is no pecuniary or business relationship between the Non-Executive Directors/Independent Directors and the Company,except for the Sitting fees payable to them in accordance with the applicable laws.

CEO AND CFO CERTIFICATION

As required under Regulation 17 of the Listing Regulations, the CEO and CFO certificate for the financial year ended 31st March,2016, signed by Bhargav Marepally, CEO & Managing Director and Sanjay Heda, CFO is annexed and forms part of this Report.

GENERAL BODY MEETINGS

Details of last three Annual General Meetings of the Company are as under:

Financial Year Location Meeting Date Time No. of specialresolutions set out

at the AGM2014-15 Ellaa Suits, Jasmine Banquet Hall, Hill ridge 30th September, 2015 10:30 a.m. 3

Springs, No.25, Kancha, Gachibowli, ISB Road,Hyderabad – 500032.

2013-14 Ellaa Suits, Jasmine Banquet Hall, Hill ridge 30th September2014 10.00 a.m. NilSprings, No.25, Kancha, Gachibowli, ISB Road,Hyderabad – 500032.

2012-13 Ellaa Suits, Jasmine Banquet Hall, Hill ridge 19th July, 2013 10.00 a.m. 2Springs, No.25, Kancha, Gachibowli, ISB Road,Hyderabad – 500032.

All special resolutions set out in the notices for the Annual General Meetings were passed by the shareholders at the respectivemeetings with requisite majority.

Postal Ballot

During the year, no resolutions were passed through postal ballot.

DISCLOSURES

1. There are no materially significant related party transactions of the Company which have potential conflict with theinterests of the Company at large.

2. Your Company has complied with all the requirements of the Stock Exchange(s) [Except Regulation 17 of the ListingAgreement for the financial year ended 31st March, 2016] and the Securities Exchange Board of India (SEBI) on mattersrelated to Capital Markets.

3. Vigil Mechanism and Whistle Blower Policy:

• Your Company believes in conducting its business and working with all its stakeholders, including employees,customers, suppliers and shareholders in an ethical and lawful manner by adopting highest standards ofprofessionalism, honesty, integrity and ethical behavior.


• Your Company prohibits any kind of discrimination, harassment, victimization or any other unfair practice beingadopted against an employee. In accordance with Regulation 22 of the Listing Regulation, your Company hasadopted a Whistle Blower Policy with an objective to provide its employees and a mechanism whereby concernscan be raised in line with the Company’s commitment to highest standards of ethical, moral and legal businessconduct and its commitment to open communication.

• No personnel were denied access to the Audit Committee of the Company

4. Code of Conduct

Your Company has adopted a Code of Conduct for all the employees including Board Members and Senior ManagementPersonnel of the Company in accordance with the requirement under Regulation 17 of the Listing Regulations. The Codeof Conduct has been posted on the website of the Company. All the Board Members and the Senior Management Personnelhave affirmed their compliance with the said Code of Conduct for the financial year ended 31st March, 2016. Thedeclaration to this effect signed by Mr. Bhargav Marepally, Managing Director & CEO of the Company forms part of thereport. The Code of Conduct can be accessed through the following link:

http://www.gssinfotech.com/images/downloads/compliance-under-clause/code-of-conduct.pdf

5. Code of Conduct for Prevention of Insider Trading

GSS’s Code of Conduct for Prevention of Insider Trading covers all the Directors, senior management personnel, personsforming part of promoter(s)/promoter group(s) and such other designated employees of the Company, who are expectedto have access to unpublished price sensitive information relating to the Company. The Directors, their relatives, seniormanagement personnel, persons forming part of promoter(s)/promoter group(s), designated employees etc. are restrictedin purchasing, selling and dealing in the shares of the Company while in possession of unpublished price sensitiveinformation about the Company as well as during the periods when the trading window is closed. All the Directors, seniormanagement personnel, persons forming part of promoter(s)/ promoter group(s) and other designated employees of theCompany are restricted from entering into opposite transaction, i.e., buy or sell any number of shares during the next sixmonths following the prior transaction. The Board of Directors at its meeting held on 30th May 2015 approved andadopted the ‘GSS Infotech Limited - Code of Conduct to Regulate, Monitor and Report Trading by Insiders’ in line with SEBI(Prohibition of Insider Trading) Regulation, 2015. The Board at its aforesaid meeting also approved the ‘GSS InfotechLimited - Code for Fair Disclosure’ and the same can be accessed through the following link:

http://www.gssinfotech.com/images/downloads/compliance-under-clause/sebi-insider-trading-and-code-for-upsi-30052015.pdf

Following is the status of the compliance with the non-mandatory requirements:

1. The Board:The Non – Executive Chairman of the Company has a separate Chairman’s Office at the Registered Office of the Company.

2. Shareholder Rights:Half-yearly results of the Company are not sent to all shareholders of the Company, however, the Company uploads itsHalf-yearly results on its website www.gssinfotech.com

3. Audit qualifications:During the year under review, there were no audit qualification and Emphasis of matter on the Company’s financialstatements. The Company shall strive to move towards the regime of unqualified financial statements

4. Separate posts of Chairman and CEO:The Chairman of the Board is a Non-Executive Director and his position is separate from that of the Managing Director &CEO.

5. Reporting of Internal Auditor:M/s. Srirammurthy and Co, Chartered Accountants, Hyderabad are the Internal Auditors of the Company. They do notparticipate in the meetings of the Audit Committee. They submit the internal audit report and observations on quarterlybasis to the Audit Committee of the Board of Directors of the Company


MEANS OF COMMUNICATION

1. Publication of quarterly financial results:Quarterly, half-yearly, nine-monthly and annual financial results of the Company were published in leading National andregional newspapers having wide circulation in the state of Telangana and nationally

2. Website and News Releases:A separate dedicated section under ‘Investors’ on the Company’s website gives information on various announcementsmade by the Company, status of unclaimed dividend, Share holding pattern, Annual Report, Quarterly/Half-yearly/Nine-monthly and Annual financial results along with the applicable policies of the Company.

3. Stock Exchange:Your Company makes timely disclosures of necessary information to BSE Limited (BSE) and the National Stock Exchangeof India Limited (NSE) in terms of the Listing Agreement(s) and other rules and regulations issued by SEBI.

4. NEAPS (NSE Electronic Application Processing System):NEAPS is a web-based application designed by NSE for corporates. All periodical compliance filings, inter alia, shareholdingpattern, Corporate Governance Report, corporate announcements, amongst others are also filed electronically throughNEAPS.

5. BSE Corporate Compliance & Listing Centre:BSE Listing is a web-based application designed by BSE for corporates. All periodical compliance filings, inter alia,Shareholding pattern, Corporate Governance Report, Corporate announcements, amongst others are also filed electronicallyon the Listing Centre.

6. Reminders to Investors:Reminders to shareholders for claiming returned undelivered share certificates, unclaimed dividend are regularlydispatched to the shareholders.

GENERAL SHAREHOLDER INFORMATION

(i) Annual General MeetingDate - 30th September, 2016Time - 10.30 A.MVenue - Ellaa Suites, Lotus Hall, Hill Ridge Springs, 25 Kancha,

Gachibowli, ISB Road, Hyderabad - 500 032

(ii) Financial CalendarFinancial year - 1st April 2016 to 31st March 2017Tentative Schedule for declaration of resultsduring the financial year 2016-17First Quarter - Second week of Aug 2016Second Quarter and Half Yearly - Second week of Nov 2016Third Quarter and Nine Months - Second week of Feb 2017Fourth Quarter and Annual - Last week of May 2017

(iii) Date of Book closure - 23rd September 2016 to 30th September 2016 (both day inclusive)

(iv) Listing on Stock ExchangesName of Stock Exchange Stock CodeBSE Limited (BSE) 532951National Stock Exchange of India Limited (NSE) GSS

The Company has paid the listing fees to the above Stock Exchange(s) for the financial year 2016-17.


(v) Market Price DataThe monthly high and low prices and volumes of the Company’s shares at BSE and NSE for the financial year ended31st March, 2016 are as under:

Month BSE NSEHigh Low Volume High Low Volume

(in `̀̀̀̀) (in `̀̀̀̀) (No. of Shares) (in `̀̀̀̀) (in `̀̀̀̀) (No. of Shares)

Apr-15 20.05 15.50 56,161 20.40 15.35 400,642May-15 17.50 12.85 27,071 16.70 12.80 141,157Jun-15 18.25 12.02 3,776,911 18.90 11.90 1,306,620Jul-15 22.50 18.05 265,513 22.40 17.50 534,096Aug-15 23.35 17.50 94,757 22.70 17.45 196,846Sep-15 34.40 19.35 138,603 34.30 18.65 202,697Oct-15 33.85 27.15 117,020 33.75 26.65 162,798Nov-15 39.60 26.75 72,353 39.35 26.15 105,464Dec-15 43.85 34.55 299,319 44.30 34.75 356,881Jan-16 41.75 29.00 164,493 41.75 28.50 225,837Feb-16 35.70 21.40 92,663 35.20 21.40 99,612Mar-16 27.00 23.05 65,994 27.60 23.00 171,779

Source: BSE and NSE websiteNote: High and low are in per traded share. Volume is the total monthly volume of trade (in numbers) in GSS InfotechLimited shares on BSE and NSE

(vi) Performance in comparison to broad-based Indices

The Chart below shows the comparison of your Company’s share price movement on BSE vis-à-vis the movement of the BSESensex for the financial year ended 31st March, 2016 (based on month end closing):


(vii) Registrar and Transfer Agent - Bigshare Services Private LimitedE-2 and 3, Ansa Industrial Estate, Saki-Vihar Road, Saki Naka,Andheri (E), Mumbai – 400072. IndiaTel: 022 - 40430200, Fax: 022 - 28475207Email: [email protected]

(viii) Share Transfer System

The share transfer activities in respect of the shares in physical mode are carried out by the Company’s Registrar andTransfer Agent (RTA). The shares lodged for transfer are processed and share certificates duly endorsed are returnedwithin the stipulated time, subject to documents being valid and complete in all respects.

The Board of Directors of the Company have delegated the authority to approve the transfer of shares, transmission ofshares or requests for deletion of name of the shareholder, etc., to the Company Secretary of the Company. A summary ofall the transactions in respect of issue of duplicate share certificates, split, rematerialisation, consolidation and re-newal of share certificates are placed from time to time for the information and noting by the Board of Directors of theCompany.

The Company obtains a half-yearly compliance certificate from a Company Secretary in Practice as required under theListing Regulations and files a copy of the said certificate with Stock Exchanges.

(ix) Distribution of Shareholding

Distribution of shareholding of shares of the Company as on 31st March, 2016 is as follows:

No. of Equity Shares Shareholders ShareholdingNumber % to total Number % to total

1 500 8937 92.80 612170 3.62501 1000 319 3.31 235170 1.391001 2000 145 1.51 206889 1.222001 3000 69 0.72 115886 0.683001 4000 29 0.30 85203 0.504001 5000 24 0.25 95505 0.565001 10000 48 0.50 233442 1.38910001 999999999 59 0.61 15352578 0.65TOTAL 9630 100 16936843 100

Shareholding Pattern as on 31st March, 2016:

Category of Shareholder Total Number of Shares % of total no. of shares(A) Shareholding of Promoter and Promoter Group

(a) Individuals/Hindu Undivided Family 2865706 16.92(b) Bodies Corporate Nil Nil(c) Trust Nil NilTotal Shareholding of Promoter and Promoter Group (A) 2865706 16.92

(B) Public shareholding(1) Institutions

(a) Mutual Funds/ UTI Nil Nil(b) Financial Institutions/ Banks 801595 4.73(c) Insurance Companies Nil Nil(d) Foreign Institutional Investors Nil NilSub-Total (B)(1) 801595 4.73


(2) Non-Institutions(a) Bodies Corporate 2619849 15.47(b) Individuals

(i) Individual shareholders holding nominalshare capital up to Rs. 1 lakh 1588339 9.38

(ii) Individual shareholders holding nominalshare capital in excess of Rs. 1 lakh 8505702 50.22

(c) Individual (Non-Resident individuals) 195788 1.16(d) Trust 350000 2.07(e) Clearing Member 9864 0.05(f) Overseas Corporate Bodies - -

Sub-Total(B)(2) 13269542 78.35Total Public Shareholding (B)=(B)(1)+(B)(2) 14071137 83.08

Total (A)+(B) 16936843 100.00

Details of the Company’s dematerialized shares as on 31st March, 2016:

Number of shares % of total shares Number of shareholders % of total shareholders16586362 97.93 9630 99.98

Break up of shares in physical and Demat form as on 31st March, 2016:

Physical/Demat No. of Shares % of SharesPhysical segment 350001 2.06Demat segmenta) NSDL 9502213 56.12b) CDSL 7084629 41.82TOTAL 16936843 100.00

Shareholders who continue to hold shares in physical form are requested to dematerialize their shares at earliest and availvarious benefits of dealings in securities in electronic/dematerialized form. For any clarification, assistance or information,please contact the Registrar and Share Transfer Agent of the Company.

(x) Outstanding GDRs/ADRs/Warrants/Convertible Instruments and their impact on equityThe Company does not have any outstanding GDRs/ADRs/Warrants/Convertible Instruments as on 31st March 2016.

(xi) The Company does not have plant locations.

(xii) Address for Correspondence

Bigshare services Private LimitedE-2 & 3, Ansa Industrial Estate,Saki-Vihar Road, Saki Naka,Andheri (E), Mumbai – 400072. IndiaTel: 022 - 40430200, Fax : 022 – 28475207For the benefit of shareholders, documents will continue to be accepted at the Registered Office of the Company: For anyqueries relating to the shares of the Company, correspondence may please be addressed to:

Category of Shareholder Total Number of Shares % of total no. of shares


GSS Infotech LimitedCIN: L72200TG2003PLC041860Level – 3 and 4, Brigade Towers, Plot No. 30 and 31,Financial District, Nanakramguda, Gachibowli,Hyderabad – 5000032, Telangana StatePh No. : 040 - 445556600Website: www.gssinfotech.comShareholders are requested to quote their folio no. / DP ID & Client ID, e-mail address, telephone number and full addresswhile corresponding with the Company and its Registrar & Share Transfer Agent.

(xiii) Transfer of unclaimed dividend to Investor Education and Protection Fund:

In terms of Sections 205C of the Companies Act, 1956, the Company is required to transfer the amount of dividendremaining unclaimed for a period of seven years from the date of transfer to the unpaid dividend account to the InvestorEducation and Protection Fund (IEPF). The Company would be transferring the unpaid dividend for the financial yearended 31st March, 2009 to the Investor Education and Protection Fund (IEPF) before the due date. Shareholders arerequested to ensure that they claim the dividend(s) from the Company before transfer to the IEPF. The unpaid dividend ason 31st March, 2016 is as follows:

Financial Year Amount in `̀̀̀̀

2008-09 1,35,698

2009-10 79,946

(xiv) There are no Equity Shares in the Unclaimed Suspense Account of the Company.

(xv) For any correspondence relating to Annual Report Kindly write to:The Company SecretaryLevel – 3 and 4, Plot no. 30 and 31,Brigade Towers, Nanakramguda,Financial District, Gachibowli,Hyderabad – 500032, Telangana State, IndiaEmail: [email protected]


Annexure to Report on Corporate Governance for the financial year ended 31st March, 2016

Declaration of Compliance with the Code of Conduct

I hereby confirm that the Company has obtained from all the members of the Board and Senior Management Personnel,affirmation(s) that they have complied with the Code of Conduct for Board Members and Senior Management Personnel inrespect of the financial year ended 31st March, 2016.

Place: Hyderabad Bhargav MarepallyDate: 13th August, 2016 CEO & Managing Director


CEO and CFO Certificate under Regulation 17 (8) SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015

The Board of DirectorsGSS Infotech Limited

We hereby certify that for the financial year ended 31st March, 2016, on the basis of the review of the financial statements andthe cash flow statement and to the best of our knowledge and belief that:

1. These statements do not contain any materially untrue statement or omit any material fact or contain statements thatmight be misleading;

2. These statements together present a true and fair view of the Company’s affairs and are in compliance with existingaccounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year 2015-16,which are fraudulent, illegal or violative of the Company’s code of conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting and that we haveevaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and havedisclosed to the auditors and the Audit Committee those deficiencies, of which we are aware, in the design or operationof the internal control systems and that we have taken the required steps to rectify these deficiencies, if any.

We further certify that –

a) There have been no significant changes in internal control over financial reporting during the year 2015-16; and

b) There have been no significant changes in accounting policies during the year 2015-16; and

c) There have been no materially significant fraud of which we have become aware and the involvement therein, of managementor an employee having a significant role in the Company’s internal control system over financial reporting.

Bhargav Marepally Sanjay HedaCEO & Managing Director Chief Financial Officer

Place: HyderabadDate: 13th August, 2016


CERTIFICATE ON CORPORATE GOVERNANCE TO THE MEMBERS OF GSS INFOTECH LIMITED

I have examined the compliance of conditions of Corporate Governance by GSS InfoTech Limited (‘the Company’), for the yearended 31st March, 2016, as stipulated in Clause 49 of the Listing Agreement (‘Listing Agreement’) of the Company with the StockExchanges for the period 1st April, 2015 to 30th November, 2015 and as per the relevant provisions of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015, (‘Listing Regulations’) as referred to inRegulation 15(2) of the Listing Regulations for the period 1st December, 2015 to 31st March, 2016.

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limitedto procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Agreement / ListingRegulations, as applicable except the composition of the Board which is not in order as required under Regulation 17 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and Clause 49 of thelisting agreement for the financial year ended 31st March, 2016.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

Place: Hyderabad V. SravaniDate:13th August, 2016 Practicing Company Secretary

ACS No: 22956C.P. No: 8235


CONSOLIDATED FINANCIALSTATEMENTS & NOTES


Independent Auditor’s Report

To,The Board of Directors ofGSS INFOTECH LIMITED

Report on the Financial Statements

We have audited the accompanying Consolidated financial statements of GSS INFOTECH LIMITED (‘The Company’) and its Group(the company and its subsidiaries constitute “The Group”) which comprise the Balance Sheet as at March 31, 2016, theStatement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significant accounting policiesand other explanatory information.

Management’s Responsibility for the Financial Statements

The Holding Company is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respectto the preparation of these consolidated financial statements that give a true and fair view of the consolidated financialposition, consolidated financial performance and consolidated cash flows of the Company in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companies included in the group areresponsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal financial control relevant to the holding company’s preparation of the consolidated financial statementsthat give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by theCompany’s Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe consolidated financial statements

Other Matter

We did not audit the financial statements of one US subsidiary, whose consolidated financial statements reflects the TotalAssets of Rs. 179,66,91,112 and Total Revenue of Rs. 180,81,84,626. These consolidated financial statements and otherfinancial information have been audited by other auditors whose report has been furnished to us and our opinion on theconsolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary,is based solely on the reports of the other auditors.


Our opinion is not modified in respect of this matter

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidatedfinancial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Company asat March 31, 2016, and its consolidated Profit and its Consolidated Cash Flow for the year ended on that date

Report on Other Legal and Regulatory Requirements

1. As required by section 143 (3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit of the aforesaid consolidated financial statements;

b. in our opinion proper books of account as required by law relating to preparation of the aforesaid consolidatedfinancial statements have been kept so far as it appears from our examination of those books;

c. the Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss and the Consolidated Cash FlowStatement dealt with by this Report are in agreement with the relevant books of account maintained for the purposeof preparation of the consolidated financial statements;

d. in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors of the Holding Company as on March 31, 2016taken on record by the Board of Directors and the report of the statutory auditors of its subsidiary companiesincorporated in India, none of the directors of the Group Companies incorporated in India is disqualified as onMarch 31, 2016 from being appointed as a Director of that company in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and theoperating effectiveness of such controls, refer to our separate Audit Report - “Annexure A”.

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:

h. The Group Companies do not have any pending litigations which would impact its consolidated financial position.

For and on behalf ofSarath & AssociatesChartered AccountantsFirm’s registration number: 005120S

P Sarath KumarPlace: Hyderabad PartnerDate: 30.05.2016 M.No.:021755


“Annexure A” to the Independent Auditor’s Report of even date on the Consolidated Financial Statements ofM/s GSS INFOTECH LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/S GSS INFOTECH LIMITED (‘The Company’) and itsGroup (the company and its subsidiaries constitute “The Group”) as of March 31, 2016 in conjunction with our audit of theconsolidated financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Holding Company and its subsidiary companies, which are companies incorporated inIndia, are responsible for establishing and maintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.These responsibilities include the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies,the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of theaccounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10)of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusionor improper management override of controls, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in allmaterial respects, an adequate internal financial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reportingcriteria established by the Company considering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.




For and on behalf of the Board

Bhargav Marepally Mr. Keerthi Jay TilakCEO & Managing Director Chairman

Sanjay Heda Lalit Kumar TiwariChief Financial Officer Company Secretary

As Per Our Report of Even DateFor SARATH & ASSOCIATESChartered AccountantsFirm Regn No:005120S

P. Sarath KumarPartnerMembership No: 21755

Hyderabad30.05.2016

GSS INFOTECH LIMITEDCONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016

Particulars Note As at As at31st March, 2016 31st March, 2015

`̀̀̀̀ `̀̀̀̀I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds(a) Share Capital 1 169,368,630 169,368,630(b) Reserves and Surplus 2 1,489,070,034 1,515,203,132(c) Money received against share warrants - -

(2) Share Application money pending allotment 3 - -(3) Non-Current Liabilities

(a) Long-Term Borrowings 5 33,500,000 63,500,000(b) Deferred Tax Liabilities (Net) 4(c) Other Long Term Liabilities 7 - -(d) Long Term Provisions 8 - -

(4) Current Liabilities(a) Short-Term Borrowings 6 145,194,742 106,855,463(b) Trade Payables 7 98,340,543 149,865,917(c) Other Current Liabilities 8 172,739,464 132,351,736(d) Short-Term Provisions 9 111,756,018 106,476,167

Total Equity & Liabilities 2,219,969,641 2,243,621,046II. ASSETS

(1) Non-Current Assets(a) Fixed Assets 10

(i) Gross Block 1,542,038,109 1,460,603,745(ii) Depreciation 120,766,223 107,620,137(iii) Net Block 1,421,271,887 1,352,983,608

(b) Non-current investments 11 - -(c) Deferred tax assets (net) 4 3,371,082 1,402,059(d) Long term loans and advances 12 190,298,184 187,970,834(e) Other non-current assets 13 - -

(2) Current Assets(a) Current investments(b) Inventories(c) Trade receivables 14 398,826,329 448,669,754(d) Cash and Bank balances 15 69,117,790 85,267,757(e) Short-term loans and advances 12 55,268,250 50,827,820(f) Other current assets 13 81,816,119 116,499,215

Total Assets 2,219,969,641 2,243,621,046Notes attached there to form an integral part of Balance Sheet


GSS INFOTECH LIMITEDCONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

Particulars N o t e Year ended Year ended31st March, 2016 31st March, 2015

`̀̀̀̀ `̀̀̀̀

I. Revenue from operations 1 6 2,137,270,879 2,428,933,940

II. Other Income 1 7 22,629,424 25,158,111

III. Total Revenue - (I+II) 2,159,900,304 2,454,092,051

IV. Expenses:

Direct cost 1 8 745,956,278 948,525,688

Purchase of Stock-in-Trade

Changes in inventories of finished goods,

work-in-progress and Stock-in-Trade

Employee benefit expense 1 9 1,184,580,690 1,133,277,780

Financial costs 2 0 21,751,937 36,621,474

Depreciation and amortization expense 1 0 13,146,088 16,132,198

Other expenses 2 1 153,130,965 238,698,514

Total Expenses 2,118,565,958 2,373,255,653

V Profit before exceptional and extraordinary items and tax (III-IV) 41,334,346 80,836,398

V I Exceptional Items - 1,933,125,010

VII Profit before extraordinary items and tax (V - VI) 41,334,346 (1,852,288,612)

VIII Extraordinary Items - -

IX Profit before tax (VII-VIII) 41,334,346 (1,852,288,612)

X Tax expense: 2 2

(1) Current tax 6,298,903 2,620,920

(2) Deferred tax (1,969,023) 81,909,437

Total Tax Expense 4,329,880 84,530,357

XI Profit(Loss) from the period from continuing operations (IX-X) 37,004,466 (1,936,818,968)

XII Profit/(Loss) from discontinuing operations - -

XIII Tax expense of discounting operations - -

XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -

X V Profit/(Loss) for the period (XI + XIV) 37,004,466 (1,936,818,968)

XVI Earning per equity share:

(1) Basic 2.18 (114.36)

(2) Diluted 2.18 (121.51)

Schedules referred to above and notes attached there to form an integral part of Statement of Profit & Loss

For and on behalf of the BoardAs Per Our Report of Even DateFor SARATH & ASSOCIATESChartered Accountants Bhargav Marepally Keerthi Jay TilakFirm Regn No:005120S CEO & Managing Director Chairman

P. Sarath KumarPartner Sanjay Heda Lalit Kumar TiwariMembership No: 21755 Chief Financial Officer Company Secretary

Hyderabad30.05.2016


GSS INFOTECH LTDCONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

(Amounts in `)Particulars 31st March, 2016 31st March, 2015Cash flow from operating activitiesProfit before tax from continuing operations 41,334,346 (1,852,288,612)Profit before tax 41,334,346 (1,852,288,612)Non-cash adjustment to reconcile profit before tax to net cash flowsDepreciation/amortization on continuing operation 13,146,088 16,132,198Impairment/other write off on tangible/intangibleassets pertaining to continuing operation - 1,933,125,010Provision for Bad Debts made / (written back) 17,807,934 -Bad debts written off 100,698,950 5,028,752Unrealized foreign exchange loss (145,016,968) (20,542,308)Interest expense 21,751,937 36,621,474Interest income (2,450,580) (2,572,764)Operating profit before working capital changes 47,271,706 115,503,748Movements in working capital :Increase/(decrease) in trade payables (51,525,374) (79,928,177)Increase / (decrease) in long-term provisions - -Increase / (decrease) in short-term provisions 5,279,849 61,096,238Increase/(decrease) in other current liabilities 40,387,727 (555,957)Decrease/(increase) in trade receivables (68,663,460) (31,120,910)Decrease / (increase) in long-term loans and advances (2,327,350) 21,060,006Decrease / (increase) in short-term loans and advances (4,440,430) (5,998,795)Decrease/(increase) in other current assets 34,683,095 (31,261,285)Cash generated from operations 665,764 48,794,868Direct taxes paid/ adjusted (net of refunds) (6,298,903) (15,551,638)Net cash flow from/ (used in) operating activities (A) (5,633,139) 33,243,230Cash flows from investing activities -Purchase of fixed assets, including intangible assets, CWIP and capital advances (1,954,517) (2,199,414)Proceeds from sale of fixed assets - 21,500Increase in Goodwill on Consolidation due to difference in exchange rate (79,479,891) (129,820,935)Unpaid Dividend Account having with Banks 217,178 938,662Redemption/maturity of bank deposits(having original maturity of more than three months) (11,178,872) -Interest received 2,450,580 2,572,764Net cash flow from/(used in) investing activities (B) (89,945,522) (128,487,423)Cash flows from financing activities -Proceeds from share application money - 57,400,200Increase in Exchange translation RESERVE 81,879,405 112,211,601Proceeds from long-term borrowings (30,000,000) (30,369,317)Repayment of short-term borrowings 38,339,278 16,769,590Interest paid (21,751,937) (36,621,474)Net cash flow from/(used in) in financing activities (C) 68,466,746 119,390,600Net increase/(decrease) in cash and cash equivalents (A + B + C) (27,111,661) 24,146,407Effect of exchange differences on cash & cash equivalents held in foreign currencyCash and cash equivalents at the beginning of the year 76,189,127 52,042,720Cash and cash equivalents at the end of the year 49,077,466 76,189,127Components of cash and cash equivalents - -Cash on hand 85,795 74,080With banks- on current account 48,991,671 76,115,048

Total cash and cash equivalents (note 15) 49,077,466 76,189,128

Note:1. Figures in bracket indicate cash out flow2. The above cash flow statement has been prepared under indrect method as set out in Accounting Standard-3 notified

under the Companies Act, 2013 as per Revised Schedule-II format.3. Previous year figures have been regrouped/ re-classified wherever necessary to confirm to current year classification

As Per Our Report of Even Date For and on behalf of the BoardFor SARATH & ASSOCIATESChartered AccountantsFirm Regn No:005120S Bhargav Marepally Keerthi Jay Tilak

CEO & Managing Director ChairmanP. SARATH KUMARPartnerMembership No: 21755 Sanjay Heda Lalit Kumar Tiwari

Chief Financial Officer Company SecretaryHyderabad30.05.2016


GSS INFOTECH LIMITEDNOTES FORMING PART OF CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2016Particulars 31st March, 2016 31st March, 2015

`̀̀̀̀ `̀̀̀̀Note No - 1: Share CapitalAuthorised Share Capital:50,000,000 Equity shares of Rs.10/- each. 500,000,000 500,000,000

Issued, Subscribed and Paid up Share Capital:1,69,36,843 (Previous Year 1,69,36,843) Equity Shares 169,368,630 169,368,630of Rs.10/- each fully paid up

(Out of the above 79,90,000 fully paid up equity shares ofRs 10/- each were issued as bonus shares by capitalisationof Retained Earnings and General Reserves) 169,368,630 169,368,630

Note No-2: Reserves and SurplusSecurities Premium AccountBalance as per the last financial statements 2,052,380,129 1,965,580,129Add: Additions during the year - 86,800,000Less: Amount utilised during the year - -Closing balance 2,052,380,129 2,052,380,129

General ReserveBalance as per the last financial statements 24,001,603 23,918,390Add: Transferred by appropriation from profits - 83,213Closing balance 24,001,603 24,001,603

Foreign exchange Translation Reserve 754,233,066 817,370,629

Surplus/ ( Deficit) in the Statement of Profit and Loss AccountBalance as per last financial statements (1,378,549,229) 559,264,323Less: Appropriations- Deferred Tax Effect on Depreciation of Shcedule II 444,757 - Adjusted on account of Depreciation of Schedule II (1,439,341)Profit for the year 37,004,466 (1,936,818,968)Less: Appropriations- Proposed Dividend -- Tax on Proposed Dividend - -Transfer to General Reserve -Goodwill adjustment as a result of internal restructuring (Refer Note No- 2.9) -Closing Balance (1,341,544,764) (1,378,549,229)

Total 1,489,070,034 1,515,203,132

Note No- 3: Money received against share warrantsMoney received against share warrants - -

- -

Note No- 4: Deferred Tax Liability/ (Asset) NetBalance as per the last financial statements (1,402,059) (82,866,739)Add: Adjustments for the year (1,969,023) 81,909,437Add: Deferred Tax Effect on Depreciation of Shcedule II - 444,757

(3,371,082) (1,402,059)


Note No- 5:Long term borrowingsSecured LoansTerm Loan 33,500,000 63,500,000

33,500,000 63,500,000

Note No- 6:Short term borrowingsSecured LoansCash Credit from banks/ Institutions (Secured) 145,194,742 106,855,463

145,194,742 106,855,463

Note No - 7: Trade Payables- Dues of Micro and Small Enterprises - -- Others 98,340,543 149,865,917

98,340,543 149,865,917

Note No - 8: Other Current LiabilitiesCurrent Maturity of Long Term Loans 30,000,000 30,000,000Other Current Liabilities 63,538,664 26,699,549Salary Payable 367,858 350,033Due to Directors 728,048 1,371,845Unclaimed Dividend 215,697 432,875Acquisition Paymets due 77,889,196 73,497,434

172,739,464 132,351,736

Note No-9.Provisions:Long-term Short-term

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015Provision for Employee BenefitsProvision for Retirement Benefits - - 2,195,500 2,532,495Other ProvisionsProvision for Income Tax - - - -Proposed Dividend - - - -Provision for Divdend Distribution Tax - - - -Provision for Expenses - - 109,560,516 103,943,672

- - 111,756,016 106,476,167

Note No-10.Fixed Assets: 31st March, 2016 31st March, 2015Tangible(i) Gross Block 132,438,269 79,149,661(ii) Depreciation 120,766,223 67,126,277(iii) Net Block 11,672,046 12,023,384In Tangible(i) Gross Block 1,409,599,841 1,381,454,084(ii) Depreciation - 40,493,860(iii) Net Block 1,409,599,841 1,340,960,223

Total 1,421,271,887 1,352,983,608


`̀̀̀̀ `̀̀̀̀


Note No-11. Non- Current Investments: - - - -- - - -

Note No - 12: Loans and advances:(Unsecured, Considererd good unlessotherwise stated) Non-current Current

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015Rental and Other deposits 15,875,336 15,606,510 - -Prepaid Expenses & Other Current Assets 39,463,984 23,140,404Advances Recoverable in Cash orin Kind or for value to be received 88,664,790 88,908,332 16,713 26,966Balances with Statutory/government authorities 85,758,058 83,455,992 15,787,553 27,660,450Total 190,298,184 187,970,834 55,268,250 50,827,820

Note No - 13: Other Current assets : Non-current Current

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015Advance Tax & TDS Recoverable 62,144,044 48,212,609Inventory - - 3,005,595 3,470,052Accrued Income - - 16,666,481 64,816,553

- - 81,816,119 116,499,215

Note No-14.Trade Receivables:(Unsecured, Considered Good) 31st March, 2016 31st March, 2015Outstanding for a period exceeding Six Months 75,579,214 76,583,505Others 323,247,115 372,086,249

398,826,329 448,669,754

Note No - 15: Cash and Bank balances Non-current Current

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015Cash and cash Equivalents:On current accounts - - 48,991,671 76,115,048Deposits with original maturity of less than 3 months - - 17,900,540 -On unpaid dividend accounts - - 215,697 432,875Cash on hand - - 85,795 74,080Balance with banks:Deposits with original maturity for more than 12 months - - - -Deposits with original maturity for morethan 3 months but less than 12 months - - - -Margin money deposits 1,924,086 8,645,755 - -

1,924,086 8,645,755 67,193,703 76,622,003


`̀̀̀̀ `̀̀̀̀


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GSS INFOTECH LIMITEDNOTES FORMING PART OF THE CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR YEAR ENDED 31ST MARCH, 2016

PARTICULARS Year ended Year ended31st March, 2016 31st March, 2015

`̀̀̀̀ `̀̀̀̀

Note - 16: Revenue from OperationsSale of servicesa) Revenue from Operations 2,137,270,879 2,428,933,940

2,137,270,879 2,428,933,940

Note - 17: Other IncomeInterest Income (Gross)a) Interest on Fixed Deposits 2,450,580 2,572,764b) Other interest - -Miscellaneous Income 20,178,844 2,043,039Gain on Exchange Rate Fluctuations - 20,542,308

22,629,424 25,158,111

Note - 18: Direct CostSoftware Expenses 29,325 17,375Subcontractor Expenses 230,364,320 354,778,743Hardware Expenses 515,562,633 573,492,768Rent - Equipments - 20,236,802

745,956,278 948,525,688

Note - 19: Employee benefit expenseSalaries And Allowances 1,169,216,660 1,113,461,119Contribution to PF and Others 6,559,723 7,783,689Recruitment & Training 6,095,187 9,390,779Employee Welfare Expenses 2,709,120 2,642,192

1,184,580,690 1,133,277,780

Note - 20: Financial CostsInterest Expense 18,509,545 29,456,803Other borrowing cost 3,242,393 7,164,671

21,751,937 36,621,474


Note - 21: Other ExpensesDirectors’ Sitting Fees 620,700 640,000Printing & Stationery 184,939 535,110Telephone Expenses 7,442,227 8,091,023Internet and Web Expenses 3,930,495 4,435,378Rent 32,938,594 38,364,037Insurance 30,540,490 37,322,460Rates And Taxes 734,238 2,582,464License, Immigration And Permits 17,996,081 19,224,887Local Conveyance and Vehicle Maintainence 9,110,683 12,965,396Repairs And Maintainence:

- Buildings 86,480 644,619- Machinery 517,439 1,986,562- Others 963,159 2,107,672

Travel Expenses 22,975,488 35,803,588Utilities 10,422,338 9,737,801Professional Fees 16,600,692 34,400,401Auditor’s Remuneration 1,496,962 1,444,857Advertisement And Business Promotion 14,675,314 14,081,453Bad Debts Written Off 100,698,950 5,028,752Prior Period Items 17,807,934 -Meeting Expenses 552,970 391,402General Office Expenses 7,851,762 8,910,651Exchange Rate Fluctuation - Loss (145,016,968) -

153,130,965 238,698,514

Note - 22: Tax Expenses:Current Tax (MAT) 8,600,969 2,963,228Current Tax Relating to Previous Years A/c - -Less: MAT Credit Entitlements (2,302,066) (342,308)Net Current Tax 6,298,903 2,620,920Deferred Tax (1,969,023) 81,909,437

4,329,880 84,530,357

GSS INFOTECH LIMITEDNOTES FORMING PART OF THE CONSOLIDATED STATEMENT OF PROFIT & LOSS FOR YEAR ENDED 31ST MARCH, 2016

PARTICULARS Year ended Year ended31st March, 2016 31st March, 2015

`̀̀̀̀ `̀̀̀̀


GSS INFOTECH LIMITEDNOTES FORMING PART OF THE CONSOLIDATED FINANCIALS STATEMENTS

1. (A) COMPANY OVERVIEW:

GSS Infotech (GSS) is one of the fast growing managed IT Services companies, headquartered at Hyderabad, India.Founded in 1999, GSS operates worldwide through its offices in India and the USA. A Pioneer in managed IT Services,GSS offers Cloud Enablement Services Remote Infrastructure and Application management services to customersacross the globe. Over the years, GSS has established itself as a choice of providers with over 40 Fortune globalcustomers covering Financial Services, Insurance, HealthCare, Education and Government industry segments.

A CMMi Level 5 company, GSS helps its customers reduce their CAPEX on infrastructure and helps convert it tomanageable operational expense, leveraging its premier partnerships with leading technology providers such asMicrosoft, CISCO, HP, Symantec, VMWARE, BMC and NetApp. GSS Infotech offers consulting services to help customerschoose the right cloud deployment models, migrates application portfolio to the cloud environment, ensuresfunctional and performance equivalence of applications through its independent validation and verification servicesand also offers remote application & infrastructure monitoring and management services through its GlobalOperations Command Center in Hyderabad, India.

GSS Infotech, with an ambitious inorganic growth strategy, has been very successful through a spate of acquisitionsin the USA. The company has been successful in integrating all of its overseas acquisitions and creating a globallyintegrated Infrastructure Management Services practice. GSS is now well positioned to capitalize on the emergingtechnology trends in the cloud computing arena leveraging its unparalleled expertize in Infrastructure Virtualization,Remote Infrastructure Management, Cloud Consulting and Migration services. The company offers world classservices propelled by over 550 consultants consisting of MCSE’s, BS-25999 certified professionals, VMware VCP’s,Remedy CA, CCNA, CCNP, CCSE, CCVP, CCIE, CISSP, BMC Control-M professionals with Consulting, Deployment andManagement expertise.

GSS Infotech provides pragmatic and unique solutions to customers looking for excellence and high-quality. OurThought Leadership, Responsiveness, Passion and Professionalism to work as a ‘Virtual Extension’ to customer’sbusiness has always been acknowledged to be a great strength, by our customers.

(B) List of Subsidiaries and Step down Subsidiaries considered for consolidation:

S. No. Name of the Entity Country of Extent of Holding held byIncorporation Parent Company

31.03.2016 31.03.2015A. Subsidiaries:

1 GSS Infotech Inc,(A Delaware Company) USA 100% 100%2 GSS IT Solutions Private Ltd India 100% 100%3 GSS Healthcare IT Solutions Private Ltd India 100% 100%

B. Step Down Subsidiaries:1 GSS Infotech CT Inc (formerly known as

System Dynamix Corporation) USA 100% 100%2 Infovision Technologies Inc USA 100% 100%3 GSS Infotech NY Inc (formerly known

as ATEC Group) USA 100% 100%4 Infovista Technologies USA 100% 100%5 Technovant Inc USA 100% 100%6 Global Computronics Inc. (GCI) USA 100% 100%


2. Basis of Preparation of Financial StatementsThe financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) underthe historical cost convention on the accrual basis. The Company has prepared the financial statements to comply in allmaterial respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read togetherwith paragraph 7 of the Companies (Accounts) Rules, 2014, and also the guidelines issued by the Securities and ExchangeBoard of India (SEBI).Management evaluates all recently issued or revised accounting standards on an ongoing basis.Principles of ConsolidationThe financial statements of the subsidiary companies used in the consolidation are drawn up to the same reporting dateas of the Company.The consolidated financial statements have been prepared on the following basis:(i) The financial statements of the Company and its subsidiary companies have been combined on a line by line basis

by adding together like items of assets, liabilities, income and expenses. Inter-Company balances and transactions& unrealized profit or losses have been fully eliminated.

(ii) The excess of cost to the Company of its investments in the subsidiary company over its share of the net assets of thesubsidiary company at the dates, on which the investments in the subsidiary company is made, is recognized as‘Goodwill’ being an asset in the consolidated financial statements. Alternatively, where the share of net assets in thesubsidiary company as on the date of investment, is in excess of cost of investment of the Company, it is recognized as‘Capital Reserve’ and shown under the head ‘Reserves and Surplus’, in the consolidated financial statements.

(iii) Minority interest in the net assets of the subsidiary consists of the amount of equity attributable to the minorityshareholders at the dates on which investments are made by the Company in the subsidiary company and furthermovements in their share in the equity, subsequent to the dates of investments.

2.1 Summary of significant accounting policies :a. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the reported balances of assets and liabilities and disclosures relating to contingentassets and liabilities as at the date of the financial statements and reported amounts of income and expensesduring the period. Examples of such estimates include provision for doubtful debts, future obligations underemployee retirement benefit plans, income taxes, and the useful lives of fixed assets and intangible assets.

b. Revenue recognitionRevenue from Software Development on fixed-price, fixed time frame contracts, where there is no uncertainty as tothe measurement or collectability of consideration is recognized as per the percentage of completion method. Ontime and material contracts, revenue is recognized as the related services are rendered. Provision for estimatedlosses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based onthe current estimates. Annual technical services revenue and revenue from fixed price maintenance contracts arerecognized proportionately over the period in which services are rendered. Revenue from the sale of user licensesfor software applications is recognized on transfer of the title in the user license, except multiple element contracts,where revenue is recognized as per the percentage of completion method.Profit on sale of investments is recorded on transfer of title from the company and is determined as the differencebetween the sales price and the then carrying value of the investment. Dividend income is recognised where thecompany’s right to receive dividend is established. Interest and Other Income is recognised on accrual basis.

c. Expenditure and provisionsAll items of expenditure are accounted on accrual basis. Provisions are made for all known losses and liabilities,which involves substantial degree of estimation in measurement and when there is present obligation as a result ofpast events and it is probable that there will be an outflow of resources.


d. Fixed Assets, Intangible Assets and Capital work in progress:Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Allcosts, directly attributable to bringing the asset to the present condition for its intended use of assets, are capitalized.Intangible assets are stated at the cost of acquisition /development of such assets and are carried at cost lessaccumulated amortization and impairment.Capital work in progress comprises outstanding advances paid to acquire fixed assets, and the cost of fixed assetsthat are not yet ready for their intended use at the balance sheet date.

e. Depreciation and amortization :Depreciation on fixed assets is provided to the extent of depreciable amount on the written down value (WDV)method and depreciation on assets acquired during the year is provided on pro-rata basis. Depreciation is providedbased on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.Intangible assets are amortized over their respective individual estimated useful lives on a straight line basiscommencing from the date the asset is available to the Company for its use.

f. Impairment of tangible and intangible assets:The Company assesses at each reporting date whether there is an indication that the assets are impaired. If anyindication exists or when an annual impairment testing for an asset is required, the Company estimates the asset’srecoverable amount. An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. Animpairment loss is charged to the Profit and Loss statement in the year in which an asset is identified as impaired.The carrying amount of assets are being tested on annual basis for impairment so as to determine the provisionrequired for impairment loss, if any, or for reversal of the provision, if any required on account of impairment lossrecognized in previous periods.

g. InvestmentsInvestments are classified into current investments and non-current Investments. Current investments are carriedat the lower of cost or market value. Any reduction in carrying amount and any reversals of such reduction arecharged or credited to the profit and loss account. Non-Current investments are carried at cost less provision madeto recognize any decline, other than temporary, in the value of such investments.

h. Foreign Currency TransactionsRevenue from overseas clients and collections deposited are recorded at the exchange rate as at the date of therespective transactions. Expenditure in foreign currency during the year is accounted at the exchange rate prevalentwhen such expenditure is incurred. The exchange differences arising on the foreign currency transactions duringthe year are recognized as income or expenses in the period in which they arise.Non-Monetary assets and liabilities are translated at the rate on the date of the transaction.Current assets and Current Liabilities denominated in foreign currency are translated at the exchange rate prevalentat that date of the Balance Sheet. The resulting differences are also recorded in the profit and loss account.Integral operations:In respect of integral operations, monetary assets and liabilities are translated at the exchange rate prevailing atthe date of the balance sheet. Non-monetary items are translated at the historical rate. The items in the profit andloss account are translated at the average exchange rate during the period. The differences arising out of thetranslation is recognized in the profit and loss account.Non-integral operations:In respect of non-integral operations, assets and liabilities are translated at the exchange rate prevailing at thedate of the balance sheet. The items in the profit and loss account are translated at the average exchange rate duringthe period. The differences arising out of the translation are transferred to foreign exchange translation reserve andis shown under “Reserves and Surplus”.

i. Taxes on IncomeTax expense comprises current year income tax, deferred income tax charges or credit and MAT / Credit Entitlementfor the year.


i. Current year income tax charge will be calculated based on assessable profits of the company determined inaccordance with the provisions of Income Tax Act, 1961. It will also include, income tax charge provided ifany, for such disallowances made on completion of assessment proceedings pending appeals, as consideredappropriate depending on the merits of each case.

ii. Deferred income tax charge or credit pertaining to future tax consequences attributable to timing differencebetween the financial statement determination of income and their recognition for tax purposes will be recognized.The effect of a change in tax rates on deferred tax assets and liabilities is recognized in come using the tax ratesand tax laws that have been enacted or substantially enacted by the balance sheet date. Deferred tax assets arerecognized and carried forward only to the extent that there is a reasonable virtual certainty that sufficientfuture taxable income will be available against which such deferred tax assets can be realized.

iii. Minimum alternate Tax (MAT) credit is recognized, as an Asset only when and to the extent there is convincingevidence that the company will pay normal income tax during the specified year. In the year in which theMinimum Alternate Tax (MAT) credit becomes eligible to be recognized as an asset in accordance with therecommendation contained in Guidance Note issued by the Institute of Chartered Accountants of India, thesaid asset is created by way of a credit to the statement of profit and loss and shown as MAT Credit Entitlement.Such Assets are reviewed as at each Balance Sheet and written down to reflect the amount that will not beavailable as a credit to be set off in future, based on the applicable taxation law then in force.

j. Employee BenefitsShort Term Benefits:Short Term Employee Benefits, at the undiscounted amount in the year in which the services have been rendered, arecharged off to the Profit and Loss Account.Long Term Benefits:Provident Fund:Eligible employees receive benefit in the form of matching contribution from the employer to Provident FundScheme, State Insurance and Other Schemes which are defined benefit plans. Both the employee and company makemonthly contributions to these plans equal to specified percentage of the employee’s salary.Retirement Benefits:Gratuity:In accordance with Payment of Gratuity Act 1972, the company provides for Gratuity, a defined benefit plan coveringeligible employees. The Gratuity plan provides a lump sum payment to eligible employees on retirement, death,incapacitation or termination of employment, of an amount based on the respective employee salary and the tenureof the employment with company. In this regard the Company is contributing its liability to the Gratuity Fundmaintained under a master policy with Life Insurance Corporation of India, as advised from time to time. Theprovision is made for difference if any, between the liabilities determined under actuarial valuation carried outunder Projected Unit Credit Method and the value of funds at the balance sheet date, in accordance with AccountingStandard-15 “Employee Benefits”, issued by ICAI.Leave Encashment:The company provides for unutilized encashable earned leave based on the undiscounted value of such leavebalance eligible for carry forward as per the policy of the companyTerminal BenefitsTerminal Benefits are recognised as an expense as and when incurred.

k. Borrowing Costs:Borrowing costs that are attributable to the acquisition of a qualifying asset are capitalised as part of cost of suchasset till such time as the asset is ready for its intended use. Other borrowing costs are recognised as expense forthe period.

l. Leases:Lease of assets under which all the risks and rewards of ownership are effectively retained by the Lessor areclassified as operating leases. Lease Payments under operating leases are recognised as an expense on a straightline basis over the period of lease.


m. Proposed Dividend:Dividends, if any as recommended by the Board of Directors are accounted in the books of account, pendingapproval of the members at the Annual General Meeting.

n. Earnings Per Share:The basic earnings per share is calculated considering the weighted average number of equity shares outstandingduring the year.The diluted earnings per share is calculated considering the effects of potential equity shares on net profits aftertax for the year and weighted average number of equity shares outstanding during the year.

o. Provisions, Contingent Liabilities and Contingent Assets:Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it isprobable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made.Contingent Liabilities, which are possible or present obligations that may but probably will not require outflow ofresources, are not recognized but are disclosed in the Notes to Accounts to the financial statement.Contingent Assets are neither recognized not disclosed in the financial statements.

p. Cash and Cash EquivalentsCash and cash equivalents are short-term, highly liquid investments that are readily convertible into cash with originalmaturities of three months or less. Cash and cash equivalents consist principally of cash on deposits with banks.

2.2. NOTES TO ACCOUNTS:1. Contingent Liabilities:

i) Against Bank Guarantees issued by Banks towards financial and performance guarantees outstanding as at31st March, 2016 amounts Rs.70,99,015 (Previous Year: Rs. 2,29,97,751)

ii) The following disputed Tax Liabilities are not provided for in the books of accounts:-a. Appeal pending before Income Tax Administrative Tribunal for the AY 2009-10, involving Tax Amount of

Rs.28,28,435b. Based on the representation made for AY 2010-11 Hon’ble Income Tax Appellate Tribunal granted relief

to the extent of Rs.3,10,06,829 out of the total demand of Rs.3,85,52,400 and directed Assessing Officerto have a relook at other consequential areas. Accordingly, the revised Contingent Liability for AY 2010-11 would be Rs.75,45,571, against which Company had sufficient MAT Credit.

c. Appeal pending before Hon’ble ITAT for AY 2011-12, the original amount of tax liability being Rs.5,84,75,130and the Company, based on the relief received for AY 2010-11 on the same issues, expects the revisedliability to be Rs.1,04,15,056, against which the Company has MAT Credit available.

d. Appeal pending before the Hon’ble Dispute Resolution Panel, Bangalore for the AY 2012-13, tax amountbeing Rs.1,51,36,700

e. Appeal pending before Hon’ble Dispute Resolution Panel, Bangalore, tax amount being Rs.2,37,82,029which arose primarily on account of disallowances of carried forward losses of earlier assessment year

The above contingent liabilities are not provided in the Books of Account based on expert opinion of the TaxAdvisors. Further, the Company has unutilized MAT Credit to the extent of Rs.8,44,15,444, which shall absorbany crystallized tax liability, if any on above final outcome of appeals.

iii) There was a Service Tax demand amounting to Rs.1,02,18,344 (for the years 2010-2012, 2012-13 & 2013-14)on the Company on account of the E-Procurement contract executed in Bangladesh for the Bangladeshgovernment, treating as ‘Import of Business Support Services’, against which Company filed appeal beforeCESTAT, Bangalore.

iv) The Company had filed application for compounding before the Reserve Bank of India for obtaining permissionsunder the FEMA provisions relating to transfer of funds to the Wholly Owned Subsidiary Company by theBranch which was returned back on procedural aspects. The Company had compiled the necessary informationand is in the process of re-submitting the same through a subject expert.


2. Details of Fees to Auditors:

Particulars 2015-16 2014-15` `

As Auditors 12,00,000 12,25,000For Certifications -- -For reimbursement of expenses 4,807 10,109Total 12,04,807 12,35,109

3. Tax Expense:

i) Current Income tax represents tax on income payable as per relevant statutes of the respective countriesrecognised and provided.

ii) Tax Credits, where there is certainty in availing the tax credit against the taxes on income paid, are recognisedand shown as “Tax Credit Entitlements” under Loans and Advances in the financial statements.

4. Managerial Remuneration:

The Managerial Remuneration to Whole Time Directors for the year is Rs. 2,29,11,000/- (Previous yearRs. 1,50,32,708/-)

5. As part of Annual Impairment analysis, As per the management’s assessment, the carrying values of its assets as atthe Balance sheet date are not higher than their corresponding recoverable amounts.

6. Leases:

The Company has operating lease for office premises, which is renewable on a periodical basis and cancellable atits option. Rental Expenses for operating lease recognized in Profit and Loss account is Rs. 32,938,594/-(Previous Year Rs. 3,83,64,037/-)

The future minimum lease payments are as given below:

2015-16 2014-15

` `

Not later than one year 1,73,38,731 1,81,28,491Later than one year and not later than five years 70,21,875 2,20,80,248Later than five years —NIL— —NIL—

7. Employee Benefits:

Defined Contribution Schemes:

The Contributions to Employees Provident Funds and Miscellaneous Provisions Act, 1952 made and charged offduring the year is Rs. 65,59,723/- (Previous Year: Rs. 77,83,689/-)

Defined Benefit Plans:

Leave Encashment:

The Present value of obligation in respect of Earned Leave Encashment payable to employees on termination isdetermined, recognized and charged off during the year are as under:

Particulars 2015-16 2014-15

` `

Expenses recognized during the year 6,70,829 12,77,734

Value of obligation at the year end 15,22,393 25,32,495


Gratuity:The Present value of obligation in respect of Gratuity to employees on termination is determined based on actuarialvaluation using Projected Unit Credit Method.The Company has created GSS Infotech Ltd Employee Group Gratuity Assurance Scheme Trust (GSSGGAST) to implementgratuity scheme and contributions are being made to the designated scheme operated by LIC of India.The details of obligation and funded assets are as under:


` `

Expenses recognized during the year 12,20,718 1,66,958Present value of obligation at the year end 6,73,107 --Present value of Planned Assets at the year end 31,24,315 42,81,402Liability at the year end -- --

8. Segment Reporting

Business Segments:

The Company operates in a single business segment i.e., Software Services.

Geographical Segments:


` `Business from United States of America 2,01,29,51,786 230,56,74,333Business from Middle East - -Business from Singapore - -Business from Bangladesh 2,21,77,013 2,20,62,420Domestic 10,21,42,080 10,11,97,187

Total 2,13,72,70,879 242,89,33,940

Note: The Company does not track its assets and liabilities by geographical areas.

9. Transactions with Related Parties:

The List of Related parties with whom transactions have taken place and nature of relationship is:

A) List of Related Parties:i) Key Management Personnel:

a) Mr. Bhargav Marepally C.E.O. & Managing DirectorB) Mr. Ramesh Yerramsetti DirectorC) Transactions with Related Parties:


Amount Outstanding Amount OutstandingAs at 31.03.2016 As at 31.03.2015

` ` ` `

Managerial remuneration to Key

Management Personnel 22,911,000 - 1,50,32,709 -

Loan Received 7,28,048 -- 13,71,845

Repayment of Loan Received 6,43,797 14,99,301


D) Disclosures in respect of transactions which are more than 10% of the total transactions of the same type withrelated party during the year.

Nature of Transaction Name of the Party 2015 -16 2014 -15

Loan Received Ramesh Yerramsetti - -

Repayment of Loan Received Ramesh Yerramsetti 73,389 2,41,848

Loan Received Bhargav Marepally - -

Repayment of Loan Received Bhargav Marepally 5,70,408 12,57,453

10. Earnings Per Share (EPS):

The Numerator and Denominator used to calculate Earnings Per Share:


` `

A. EARNINGS:

Profit attributable to Equity Shareholders 37,004,466 (1,936,818,968)

B. NO.OF SHARES:

Weighted average number of Equity Shares outstandingduring the year (No s) – Basic 1,69,36,863 1,69,36,863

Weighted Average number of Equity shares arising out of outstandingstock options that have diluting effect on Earnings Per Share Nil Nil

Weighted average number of Equity Shares outstandingduring the year – Diluted 1,69,36,863 1,69,36,863

C. EARNINGS PER SHARE:

Earnings per Share of Par Value Rs.10/- each – Basic 2.18 (114.36)

Earnings per Share of Par Value Rs.10/- each – Diluted 2.18 (121.51)

11. The Audited financial Statements of Foreign Subsidiaries have been prepared in accordance with the generallyaccepted accounting principle of its country of incorporation. The difference in accounting policies of the companyand its subsidiaries are not material.

12. The previous year’s figures have been regrouped where necessary to correspond with current year’s figures. Thefigures are rounded off to the nearest rupee.

13. The Notes referred in the financial statements form an integral part of Accounts.

For Sarath & Associates for GSS Infotech LimitedChartered AccountantsFirm Regn No: 005120S

P. SARATH KUMAR Bhargav Marepally Keerthy Jaya TilakPartner CEO & Managing Director DirectorMembership No:21755

Place: Hyderabad Sanjay Heda Lalit Kumar TiwariDate: 30.05.2016 Chief Financial Officer Company Secretary


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STANDALONE FINANCIALSTATEMENTS & NOTES


INDEPENDENT AUDITORS’ REPORT

To,The Members ofGSS INFOTECH LIMITED

Report on the Financial StatementsWe have audited the accompanying financial statements of GSS INFOTECH LIMITED which comprise the Balance Sheet as atMarch 31, 2016, the Statement of Profit and Loss, Cash Flow Statement for the year then ended, and a summary of significantaccounting policies and other explanatory information.

Management’s Responsibility for the Financial StatementsThe Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”)with respect to the preparation of these financial statements that give a true and fair view of the financial position, financialperformance and cash flows of the Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design,implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statementsthat give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We have taken into account theprovisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considersinternal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon whether the Company has in place an adequate internal financial controls system over financial reporting and the operatingeffectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe financial statements.

OpinionIn our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2016, and its Profitand its Cash Flow for the year ended on that date.


Emphasis on MatterAttention is drawn to point no.8 in “2.2 Notes to Accounts” wherein the Company had given advances in the form of incurringoperational expenses on behalf of the wholly owned Indian subsidiary company M/s GSS Healthcare IT Solutions PrivateLimited, amounting to Rs.10,04,51,239 towards its project work at USA, which is done through Company’s another subsidiarycompany, M/s GSS Infotech Inc for its US Client. As the US Client did not pay the said sum despite follow up, the same waswritten off in US Subsidiary Books together with amounts in turn payable to Indian Subsidiary as per overseas auditedfinancials and consequently the same amount is written off in the Indian Subsidiary company as well as the Holding Company,duly through Board approval in this regard.

Our Opinion is not modified in this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016, as amended, issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, we give in the “Annexure A”a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act, we report that:a. We have sought and obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as it appears fromour examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are inagreement with the books of account

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the Directors as on March 31, 2016 taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2016 from being appointed as a Directorin terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company and theoperating effectiveness of such controls, refer to our separate Report in “Annexure B”; and

g. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:

h. The Company does not have any pending litigations which would impact its financial position.




“Annexure A” to the Independent Auditors’ Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement of our report of even date tothe financial statements of the Company for the year ended March 31, 2016:

1) (a) The Company has maintained proper records showing full particulars, including quantitative details and situationof fixed assets;

(b) The Fixed Assets have been physically verified by the management during the year, which in our opinion, is reasonablehaving regard to the size of the company and nature of its business. There were no discrepancies were noticed onsuch verification.

(c) The Company does not have any immovable property. Accordingly the provisions of clause 3 (i)( c ) of the order arenot applicable to the company during the current year.

2) As per the information and explanations given to us, the company is a Service Company primarily rendering InformationTechnology Services, and as its business does not involve maintenance of inventories Viz. Finished, Stores, Spare Parts,Goods in Process and Raw materials, the provisions of Clause 3(ii)(a) to Clause 3(ii) (c) of the Order are not applicableto the Company for the current year.

3) (a) As per the information and explanations given to us, the Company had granted advances to three parties coveredin the Register maintained under Section 189 of the Act, year end outstanding being Rs. 16,60,47,486 /-

(b) As per the information and explanations given to us, in our opinion, the above loans are given to fully ownedsubsidiary companies and does not carry interest or do not specify any specific repayment schedule and hence isgenerally repayable on demand. Considering the principal business activities carried out by these fully ownedsubsidiaries, which are in line with Company’s own business, we are on the opinion that the terms and conditionson which these interest free loans have been granted to parties listed in the register maintained under Section 189of the Companies Act, 2013 are, prima facie, not prejudicial to the interests of the Company.

(c) As per the information and explanations given to us, these loans do not carry any specific repayment schedule andaccordingly do not warrant any comments under Clauses 3 (iii) (b) of the Order for the current year.

4) In our opinion and according to the information and explanations given to us, the company has complied with theprovisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

5) The Company has not accepted any deposits from the public and hence the directives issued by the Reserve Bank of Indiaand the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance ofDeposit) Rules, 2016 with regard to the deposits accepted from the public are not applicable.

6) The maintenance of Cost Records has not been specified by the Central Government under sub-section (1) of Section 148of the Act, in respect of the activities carried on by the company.

7) (a) According to the information and explanations given to us and on the basis of our examination of the recordsof the Company, there are no dues in respect of amounts deducted/ accrued in the books of account in respect ofundisputed statutory dues including Provident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax, duty of Customs,Value Added Tax and Cess with the appropriate authorities during the year and other material statutory duesapplicable to the Company and in respect of this dues, there are no outstanding dues as on 31.03.2016 which areoutstanding more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customsand cess which have not been deposited with the appropriate authorities on account of any dispute, except asstated hereunder:-i. Appeal pending before Income Tax Administrative Tribunal for the AY 2009-10 & 2010-11, involving Tax

Amounts of Rs.28,28,435/- and Rs. 75,45,571/- respectively; and Appeal pending before Dispute ResolutionPanel for the AY 2011-12, involving Tax amount of Rs.5,84,75,130/- and the Company, based on the reliefreceived for AY 2010-11 on the same issues, expects the revised liability to be Rs.1,04,15,056


ii. Appeal pending before the Hon’ble Dispute Resolution Panel, Bangalore for the AY 2012-13, tax amount beingRs.1,51,36,700

iii. Service Tax demand amounting to Rs. 1,02,18,344 for the years 2010-12, 2012-13 & 2013-14 on the Companyon account of the E-Procurement contract executed in Bangladesh for the Bangladesh government, treating as‘Import of Business Support Services’, against which Company filed appeal before CESTAT, Bangalore.

iv. Appeal pending before Hon’ble Dispute Resolution Panel, Bangalore, tax amount being Rs.2,37,82,029 whicharose primarily on account of disallowances of carried forward losses of earlier assessment year

(c) According to the information and explanations given to us there are no amounts which were required to be transferredto the investor education and protection fund in accordance with the relevant provisions of the Companies Act,1956 (1 of 1956) and rules there under.

8) In our opinion and according to the information and explanations given to us, the Company has not defaulted in therepayment of dues to banks, Government. The Company has not issued any debentures.

9) Based upon the audit procedures performed and the information and explanations given by the management, the companyhas not raised moneys by way of initial public offer or further public offer including debt instruments and term Loans.

10) Based upon the audit procedures performed and the information and explanations given by the management, we reportthat no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanations given by the management, no managerialremuneration was paid or provided. Accordingly the provisions of clause 3 (XI) of the order are not applicable to thecompany during the current year.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are notapplicable to the Company.

13) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act,2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanations given by the management, the companyhas not made any preferential allotment or private placement of shares or fully or partly convertible debentures duringthe year under review.

15) Based upon the audit procedures performed and the information and explanations given by the management, the companyhas not entered into any non-cash transactions with directors or persons connected with them. Accordingly, the provisionsof clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.


P. Sarath KumarPlace: Hyderabad PartnerDate: 30.05.2016 M.No.:021755


“Annexure B” to the Independent Auditor’s Report of even date on the Financial Statements ofGSS INFOTECH LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of GSS INFOTECH LIMITED as of March 31, 2016 inconjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internalcontrol over financial reporting criteria established by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence tocompany’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial information, as required under theCompanies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the CompaniesAct, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal FinancialControls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control over financial reporting includes thosepolicies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflectthe transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions arerecorded as necessary to permit preparation of financial statements in accordance with generally accepted accountingprinciples, and that receipts and expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financialstatements.


Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusionor improper management override of controls, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject tothe risk that the internal financial control over financial reporting may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financialreporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, basedon the internal control over financial reporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.


P. Sarath KumarPlace: Hyderabad PartnerDate: 30.05.2016 M.No:021755


GSS INFOTECH LIMITEDBALANCE SHEET AS AT 31ST MARCH, 2016

Particulars Note As at As at31st March, 2016 31st March, 2016

` `I. EQUITY AND LIABILITIES

(1) Shareholder’s Funds(a) Share Capital 1 169,368,430 169,368,430(b) Reserves and Surplus 2 1,407,716,531 1,480,729,736(c) Money received against share warrants 3 - -

(2) Share Application money pending allotment - -

(3) Non-Current Liabilities(a) Long-Term Borrowings 5 33,500,000 63,500,000(b) Deferred Tax Liabilities (net) 4(c) Other Long Term Liabilities(d) Long Term Provisions 8 -

(4) Current Liabilities(a) Short-Term Borrowings 6 -(b) Trade Payables 7 2,802,038 10,978,582(c) Other Current Liabilities 8 88,245,997 46,683,353(d) Short-Term Provisions 9 15,854,681 37,450,336

Total Equity & Liabilities 1,717,487,677 1,808,710,437

II. ASSETS(1) Non-Current Assets

(a) Fixed Assets 10(i) Gross Block 100,284,174 99,003,041(i i ) Depreciation 94,695,341 84,012,244(iii) Net Block 5,588,834 14,990,797

(b) Non-current investments 11 873,680,544 873,680,544(c) Deferred tax assets (net) 4 3,343,508 1,393,613(d) Long term loans and advances 12 353,730,655 426,819,704(e) Other non-current assets 13 - -

(2) Current Assets(a) Current investments(b) Inventories(c) Trade receivables 14 332,186,726 346,077,441(d) Cash and Bank balances 15 62,816,029 62,549,942(e) Short-term loans and advances 12 18,013,570 29,262,578(f) Other current assets 13 68,127,812 53,935,819

Total Assets 1,717,487,677 1,808,710,437Notes attached there to form an integral part of Balance Sheet


CEO & Managing Director ChairmanP. Sarath KumarPartnerMembership No: 21755 Sanjay Heda Lalit Kumar Tiwari



GSS INFOTECH LIMITEDSTATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

Particulars

N o t e Year ended Year ended31st March, 2016 31st March, 2015

`̀̀̀̀ `̀̀̀̀

Income

I Revenue from operations 16 298,282,380 353,480,002

II Other Income 17 22,236,711 4,423,817

III Total Revenue (I +II) 320,519,091 357,903,819

IV Expenses:Direct cost 18 22,003,533 40,866,760Purchase of Stock-in-Trade - -Changes in inventories of finished goods, work-in-progressand Stock-in-Trade - -Employee benefit expense 19 186,409,887 169,917,293Financial costs 20 13,957,391 12,889,635Depreciation and amortization expense 10 10,683,096 12,486,332Other expenses 21 40,812,239 39,383,482

Total Expenses 273,866,146 275,543,502

V Profit before exceptional and extraordinary items and tax (III-IV) 46,652,945 82,360,317

VI Exceptional Items - 1,349,299,076

VII Profit before extraordinary items and tax (V - VI) 46,652,945 (1,266,938,759)

VIII Extraordinary Items - -

IX Profit before tax (VII-VIII) 46,652,945 (1,266,938,759)

X Tax expense: 22(1) Current tax 4,533,905 -(2) Deferred tax (1,949,895) 80,849,342Total Tax Expense 2,584,010 80,849,342

XI Profit(Loss) from the perid from continuing operations (IX-X) 44,068,935 (1,347,788,101)

XII Profit/(Loss) from discontinuing operations - -

XIII Tax expense of discounting operations - -

XIV Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV Profit/(Loss) for the period (XI + XIV) 44,068,935 (1,347,788,101)

XVI Earning per equity share:(1) Basic 2.60 (79.58)(2) Diluted 2.60 (84.56)

Notes attached there to form an integral part of Profit & Loss Statement

For and on behalf of the BoardAs Per Our Report of Even DateFor SARATH & ASSOCIATESChartered Accountants Bhargav Marepally Keerthi Jay TilakFirm Regn No:005120S CEO & Managing Director Chairman

P. Sarath KumarPartnerMembership No:21755 Sanjay Heda Lalit Kumar Tiwari



GSS INFOTECH LTDCASH FLOW STATEMENT FOR YEAR ENDED 31ST MARCH, 2016

(Amount in `̀̀̀̀)

Particulars 31st March, 2016 31st March, 2015Cash flow from operating activitiesProfit before tax from continuing operations 46,652,945 (1,266,938,759)Profit before tax 46,652,945 (1,266,938,759)Non-cash adjustment to reconcile profit before tax to net cash flowsDepreciation/amortization on continuing operation 10,683,096 12,486,332Impairment/other write off on tangible/intangible assets pertaining to continuing operation - 1,349,299,076Unrealized foreign exchange loss/gain (140,980,280) (18,204,802)Advance/Bad Debt Written off 100,661,128 2,215,607Interest expense 13,957,391 17,043,629Interest income (2,450,580) (2,572,764)Operating profit before working capital changes 28,523,699 93,328,318Movements in working capital :Increase/(decrease) in trade payables (8,176,544) (9,440,813)Increase / (decrease) in long-term provisions - -Increase / (decrease) in short-term provisions (21,595,655) (7,749,395)Increase/(decrease) in other current liabilities 41,562,644 3,360,346Increase/ (decrease) in other long-term liabilities - -Decrease/(increase) in trade receivables 13,890,715 30,750,507Decrease / (increase) in long-term loans and advances (27,572,079) (76,399,817)Decrease / (increase) in short-term loans and advances 11,249,009 (4,738,219)Decrease/(increase) in other current assets (14,191,994) 8,133,178Decrease / (increase) in other non-current assets - -Cash generated from operations 23,689,795 37,244,106Direct taxes paid (net of refunds) (4,533,905) (13,273,025)Net cash flow from/ (used in) operating activities (A) 19,155,890 23,971,080Cash flows from investing activitiesPurchase of fixed assets, including intangible assets, CWIP and capital advances (1,281,133) (1,299,251)Proceeds from sale of fixed assets - -Proceeds of non-current investments - -Investments in Subidiaries of non-current investments - -Unpaid Dividend Account having with Banks 217,178 -Redemption/maturity of bank deposits (having original maturity of more than three months) (11,178,872) 938,662Purchase consideration for amalgamation (note 35) - -Interest received 2,450,580 2,572,764Net cash flow from/(used in) investing activities (B) (9,792,247) 2,212,175Cash flows from financing activities - -Proceeds from issuance of share capital - 114,800,000Proceeds from share application money - (57,400,000)Proceeds from issuance of preference share capital - -Payment of share issue expenses (refund of Buyback expenses) - -Increase in Exchange translation RESERVE 23,898,140 (216,791)Proceeds from long-term borrowings (30,000,000) (29,995,254)Repayment of long-term borrowings - -Proceeds from short-term borrowings - -Repayment of short-term borrowings - -Interest paid (13,957,391) (17,043,629)Dividends paid on equity shares - -Dividends paid on preference shares - -Tax on equity dividend paid - -Tax on preference dividend paid - -Net cash flow from/(used in) in financing activities (C) (20,059,251) 10,144,326Net increase/(decrease) in cash and cash equivalents (A + B + C) (10,695,608) 36,327,582Effect of exchange differences on cash & cash equivalents held in foreign currencyCash and cash equivalents at the beginning of the year 53,471,313 17,143,731Cash and cash equivalents at the end of the year 42,775,705 53,471,313Components of cash and cash equivalentsCash on hand 12,953 35,385Cheques/ drafts on hand - -With banks- on current account 42,762,752 53,435,928— on deposit account - -— unpaid dividend accounts* - -— unpaid matured deposits* - -— unpaid matured debentures* - -Total cash and cash equivalents (note 15) 42,775,705 53,471,313

Note:1. Figures in bracket indicate cash out flow2. The above cash flow statement has been prepared under indrect method as set out in Accounting Standard-3 notified under the Companies Act,2013 as per Revised Schedule-II format.3. Previous year figures have been regrouped/ re-classified wherever necessary to confirm to current year classification


CEO & Managing Director ChairmanP. Sarath KumarPartnerMembership No: 21755 Sanjay Heda Lalit Kumar Tiwari



GSS INFOTECH LIMITEDNOTES FORMING PART OF BALANCE SHEET AS AT 31ST MARCH, 2016

PARTICULARS AS AT 31st MARCH, 2016 AS AT 31st MARCH, 2015

` `Note No - 1: Share CapitalAuthorised Share Capital:50,000,000 Equity shares of Rs.10/- each. 500,000,000 500,000,000

Issued, Subscribed and Paid up Share Capital:1,69,36,843 (Previous Year 1,69,36,843) Equity Shares 169,368,430 169,368,430of Rs.10/- each fully paid up(Out of the above 79,90,000 fully paid up equity shares of Rs 10/- each were issued as bonusshares by capitalisation of Retained Earnings and General Reserves)

169,368,430 169,368,430

a. Reconciliation of shares outstanding at the beginning and at the end of reporting periodEquity shares 31st March, 2016 31st March, 2015

No. of shares Amount In Rs. No. of shares Amount In Rs.At the beginning of the period 16,936,843 169,368,430 16,936,843 169,368,430Issued during the period - - - -Outstanding at the end of the period 16,936,843 169,368,430 16,936,843 169,368,430

b. Terms/rights attached to equity sharesThe Company has only one class of equity shares having a par value of Rs.10/- each. Each share holder of equity shares is entiltled to one vote per share

c. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferentialamounts and the distribution in proportion to the number of equity shares held by the shareholders.

d. The Company has a 2013 RSU Plan which provides for the grant of restricted stock units (RSUs) to eligible employees of the Company. The Board of Directors recommendedestablishment of the 2013 Plan to the shareholders on May 30, 2013 and the shareholders approved the recommendation of the Board of Directors on July 19, 2013. Themaximum aggregate number of shares that may be awarded under the 2013 Plan is 20,00,000 (currently held by the GSS America ESOP Trust and the plan shall continuein effect for a term of 10 years from the date of initial grant under the plan. The RSUs will be issued at par value of the equity share. The 2013 Plan is administered by thecompensation committee (now ‘the Remuneration Committee’) and through GSS America ESOP Trust (‘the trust’). The committee comprises independent members ofthe Board of Directors.

e. Details of shareholders having more than 5% of share holding

31st March, 2016 31st March, 2015No. of shares % of holding No. of shares % of holding

Madanlal Saraswathi 2,741,837 16.19 2,729,382 16.12Raghunadha Rao marepally 2,287,784 13.51 - -IL&FS Trust company ltd 1,855,038 10.95 1,952,505 11.53clearwater capital partners singapor fund IV Pvt ltd - - 1,693,412 10.00Madhukar Sheth 1,662,504 9.82 1,644,003 9.71Javed Faizullah Tapia 1,648,828 9.74 1,918,161 11.32Azim Faizullah Tapia 1,400,000 8.22 1,400,000 8.27clearwater capital partners singapor fund III Pvt ltd - - 1,384,590 8.18

11,595,991 68.42 12,722,053 75.11

Note No-2: Reserves and Surplus 31st March, 2016 31st March, 2015Securities Premium AccountBalance as per the last financial statements 2,052,380,129 1,965,580,129Add: Additions during the year - 86,800,000Less: Amounts utilised during the year - -Closing balance 2,052,380,129 2,052,380,129




` `General ReserveBalance as per the last financial statements 24,001,603 24,001,603Add: Transferred by appropriation from profits - -Add: Additions for account reconciliation of Buyback - -Closing balance 24,001,603 24,001,603

Foreign exchange Translation Reserve 80,560,386 197,642,526Surplus/ ( Deficit) in the Statement of Profit and Loss AccountBalance as per last financial statements (793,294,523) 555,488,164Profit for the year 44,068,935 (1,347,788,101)Less: Appropriations - Deferred Tax Effect on Depreciation of Schedule II - 444,757- Adjusted on account of Depreciation of Schedule II - (1,439,342)- Proposed Dividend - -- Tax on Proposed Dividend - -Transfer to General Reserve - -

Closing Balance (749,225,587) (793,294,523)

Total 1,407,716,531 1,480,729,736

Note No- 3: Money received against share warrantsMoney received against share warrants - -

- -

Note No- 4: Deferred Tax Liability/ (Asset) NetBalance as per the last financial statements (1,393,613) (81,798,198)Add: Adjustments for the year (1,949,895) 80,849,342Add: Deferred Tax Effect on Depreciation of Shcedule II 444,757

(3,343,508) (1,393,613)

Note No- 5:Long term borrowingsSecured LoansTerm Loan 33,500,000 63,500,000

33,500,000 63,500,000

Term Loan from banks is secured against the margin money deposits, Tangible assets. During the year 2013-2014, Company’s Cash Credit Limits were converted into WorkingCapital Term Loan, repayable in 55 stepped up monthly instalments, commencing from July, 2013.

Note No- 6:Short term borrowingsSecured LoansCash Credit from banks (Secured) - -Unsecured Loans - -

- -

Note No - 7: Trade Payables- Dues of Micro and Small Enterprises - -- Others 2,802,038 10,978,582

2,802,038 10,978,582

Note No - 8: Other Current LiabilitiesCurrent Maturity of Long term Debt 30,000,000 30,000,000Other Current Liabilities 57,193,653 14,878,633Salary Payable 108,599 -Due to Directors 728,048 1,371,845Unclaimed Dividend 215,697 432,875

88,245,997 46,683,353




` `

Note No-9.Provisions: Long-term Short-term

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015Provision for Employee BenefitsProvision for Leave benefits - - 2,195,500 2,343,472Other ProvisionsProvision for Income Tax (Net of Tax Paid) - - - -Proposed Dividend - - - -Provision for Divdend Distribution Tax - - - -Provision for Expenses - - 13,659,181 35,106,864

- - 15,854,681 37,450,336

Note No-10.Fixed Assets:31st March, 2016 31st March, 2015

Tangible(i) Gross Block 49,207,631 47,926,498(ii) Depreciation 45,998,091 43,686,062(iii) Net Block 3,209,540 4,240,436

In Tangible(i) Gross Block 51,076,543 51,076,543(ii) Depreciation 48,697,251 40,326,183(iii) Net Block 2,379,292 10,750,360

Total 5,588,833 14,990,795

Note No-11. Non- Current Investments:Non—Trade -Unquoted - At CostInvestments in Equity Instruments in wholly owned Subsidiaries:

31st March, 2016 31st March, 2015GSS Infotech Inc (Delaware)1,500 (31-March-2015: 1,500) Equity Shares of $1 each fully paid up in GSS Infotech Inc (Delaware) 2,222,779,820Less: Provision for Dimuniation in the Value of Investments 873,480,744 1,349,299,076 873,480,744GSS Healthcare Solutions Private Ltd9,990 (31-March-2015: 9,990) Equity Shars of Rs/. 10/- each fully paid up in GSS Healthcare Solutions Ltd 99,900 99,900GSS IT Solutions Private Ltd9,990 (31-March-2015: 9,990) Equity Shars of Rs/. 10/- each fully paid up in GSS IT Solutions Ltd 99,900 99,900

873,680,544 873,680,544




` `Note No - 12: Loans and advances:( Unsecured, Considererd good unless otherwise stated) Non-current Current

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015Security deposits ( Secured, considered good ) 14,602,935 14,567,015 - -Loans and advances to Related Parties* 166,047,486 241,230,979 - -Advances Recoverable in Cash or in Kind or for value to be received 88,664,790 88,908,332 16,713 32,350Prepaid Expenses - - 2,209,304 1,575,162Loan to Employees - - - (5,384)Balances with Statutory/government authorities 84,415,444 82,113,378 15,787,553 27,660,450Total 353,730,655 426,819,704 18,013,570 29,262,578

Note No - 13: Other Current assets : Non-current Current31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015

Advance Tax & TDS Recoverable - - 62,144,044 48,554,917Accrued Income - - 5,983,769 5,380,902

- - 68,127,813 53,935,819

Note No-14.Trade Receivables: 31st March, 2016 31st March, 2015(Unsecured, Considered Good)Outstanding for a period exceeding Six Months 276,352,555 209,411,095Others 55,834,171 136,666,346

332,186,726 346,077,441

Note No - 15: Cash and Bank balances Non-current Current

31st March, 2016 31st March, 2015 31st March, 2016 31st March, 2015Cash and cash Equivalents:On current accounts - - 42,762,752 53,435,928Deposits with original maturity of less than 3 months - - 17,900,540 -On unpaid dividend accounts - - 215,697 432,875Cash on hand - - 12,953 35,385Balance with banks:Deposits with original maturity for more than 12 months - - - -Deposits with original maturity for more than 3 months but less than 12 months - - - -Margin money deposits 1,924,086 8,645,755 - -

1,924,086 8,645,755 60,891,942 53,904,188


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GSS INFOTECH LIMITEDNOTES FORMING PART OF THE STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2016


` `Note No-16: Revenue from OperationsSale of servicesa) Export Sales 196,140,299 252,282,815b) Domestic sales 102,142,080 101,197,187Other operating revenues

298,282,380 353,480,002

Note No -17: Other IncomeInterest on Fixed Deposits 2,450,580 2,572,764Miscellaneous Income 19,786,131 1,851,053Gain on Exchange Rate Fluctuations -

22,236,711 4,423,817

Note No-18: Direct CostSoftware Expenses 29,325 17,375Subcontractor Expenses 21,974,208 20,612,583Rent - Equipments - 20,236,802

22,003,533 40,866,760

Note No-19: Employee benefit expenseSalaries And Allowances 176,774,807 160,551,445Contribution to PF and Others 6,027,289 5,951,739Managerial Remuneration - -Recruitment & Training Expenses 884,729 907,344Employee Welfare Expenses 2,663,062 2,500,741Relocation Expenses 60,000 6,024

186,409,887 169,917,293

Note No-20: Financial CostsInterest Expenses 13,957,391 12,889,635Other borrowing costs

13,957,391 12,889,635Note No-21: Other ExpensesDirectors’ Sitting Fees 620,700 640,000Bank Service Charges 789,447 4,153,994Printing And Stationery 184,399 462,388Telephone Expenses 740,170 360,330Internet and Web Expenses 3,292,906 2,132,682Rent 17,597,192 11,965,965Insurance 1,571,702 1,732,840Rates And Taxes 727,808 2,563,702


License, Immigration And Permits 4,325,807 1,380,522Local Conveyance and Vehicle Maintainence 5,768,565 1,239,766Repairs And Maintainence:

- Buildings 86,480 644,619- Machinery 517,439 1,008,487- Others 827,329 1,735,193

Travel Expenses 2,382,754 5,514,935Utilities 8,617,278 3,415,335Professional Fees 6,450,016 9,895,574Auditor’s Remuneration 1,471,962 1,419,857Advertisement And Business Promotion 1,802,012 2,777,998Advance/Bad Debts Written Off 100,661,128 2,215,607Prior Period Items* 18,811,571 -Meeting Expenses 552,970 391,402General Office Expenses 3,992,884 1,937,089Loss on Exchange Rate Fluctuation (140,980,280) (18,204,802)

40,812,239 39,383,482* Service tax Paid

Note No-22: Tax Expenses:Current Tax (MAT) 6,835,971 -Current Tax Relating to Previous Years A/c - -Less: MAT Credit Entitlements (2,302,066) -Net Current Tax 4,533,905 -Deferred Tax (1,949,895) 80,849,342Total Tax Expense 2,584,010 80,849,342

As Per Our Report of Even Date For and on behalf of the BoardFor Sarath & AssociatesChartered AccountantsFirm Regn No: 005120S

P. SARATH KUMAR Bhargav Marepally Keerthy Jaya TilakPartner CEO & Managing Director ChairmanMembership No:21755

Place: Hyderabad Sanjay Heda Lalit Kumar TiwariDate: 30.05.2016 Chief Financial Officer Company Secretary

GSS INFOTECH LIMITEDNOTES FORMING PART OF THE STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED 31ST MARCH, 2016


` `


NOTES FORMING PART OF THE STANDALONE FINANCIAL STATEMENTS

1. Corporate information:GSS Infotech (GSS) is one of the fast growing managed IT Services companies, headquartered at Hyderabad, India. GSSoperates worldwide through its offices in India, Middle East and USA. A pioneer in managed IT Services, GSS offers CloudEnablement Services Remote Infrastructure and Application management services to customers across the globe. Overthe years, GSS has established itself as a choice of providers with over 40 Fortune global customers covering FinancialServices, Insurance, HealthCare, Education and Government industry segments.A CMMi Level 5 company, GSS helps its customers reduce their CAPEX on infrastructure and helps convert it to manageableoperational expense, leveraging its premier partnerships with leading technology providers such as Microsoft, CISCO, HP,Symantec, VMWARE, BMC and NetApp. GSS Infotech offers consulting services to help customers choose the right clouddeployment models, migrates application portfolio to the cloud environment, ensures functional and performance equivalenceof applications through its independent validation and verification services and also offers remote application &infrastructure monitoring and management services through its Global Operations Command Center in Hyderabad, India.GSS Infotech, with an ambitious inorganic growth strategy, has been very successful through a spate of acquisitions in theUSA. The company has been successful in integrating all of its overseas acquisitions and creating a globally integratedInfrastructure Management Services practice. GSS is now well positioned to capitalize on the emerging technology trendsin the cloud computing arena leveraging its unparalleled expertize in Infrastructure Virtualization, Remote InfrastructureManagement, Cloud Consulting and Migration services. The company offers world class services propelled by over 550consultants consisting of MCSE’s, BS-25999 certified professionals, VMware VCP’s, Remedy CA, CCNA, CCNP, CCSE, CCVP,CCIE, CISSP, BMC Control-M professionals with Consulting, Deployment and Management expertise.GSS Infotech provides pragmatic and unique solutions to customers looking for excellence and high-quality. Our ThoughtLeadership, Responsiveness, Passion and Professionalism to work as a ‘Virtual Extension’ to customer’s business hasalways been acknowledged to be a great strength, by our customers.

2. Basis of Preparation:The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) underthe historical cost convention on the accrual basis. The Company has prepared the financial statements to comply in allmaterial respects with the Accounting Standards notified under Section 133 of the Companies Act, 2013, read togetherwith paragraph 7 of the Companies (Accounts) Rules, 2014 and also the guidelines issued by the Securities and ExchangeBoard of India (SEBI).The accounting policies adopted in the preparation of Financial Statements are consistent with those of previous year,including changes made consequent to applicability of Companies Act 2013 mandated requirements.

2.1 Summary of significant accounting policies:Presentation and disclosure of financial statementsThe preparation of financial statements in conformity with GAAP requires management to make estimates and assumptionsthat affect the reported balances of assets and liabilities and disclosures relating to contingent assets and liabilities asat the date of the financial statements and reported amounts of income and expenses during the period. Examples of suchestimates include provision for doubtful debts, future obligations under employee retirement benefit plans, incometaxes, and the useful lives of fixed assets and intangible assetsa) Use of Estimates:

The preparation of financial statements in conformity with Indian GAAP requires management to make judgments,estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and thedisclosure of contingent liabilities at the end of the reporting period. Although these estimates are based on themanagement’s best knowledge of current events and actions, uncertainty about these assumptions and estimatescould result in the outcomes requiring a material judgment to the carrying amounts of assets or liabilities in futureperiods. Examples of such estimates include provision for doubtful debts, future obligations under employeeretirement benefit plans, income taxes, and the useful lives of fixed assets and intangible assets.


b) Fixed Assets, Intangible Assets and Capital work in progress:Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Allcosts, directly attributable to bringing the asset to the present condition for its intended use of assets, are capitalized.Intangible assets are stated at the cost of acquisition /development of such assets and are carried at cost lessaccumulated amortization and impairment.Capital work in progress would comprise the cost of fixed assets that are not yet ready for their intended use at thebalance sheet date.

c) Depreciation and amortization:Depreciation on fixed assets is provided to the extent of depreciable amount on the written down value (WDV)method and depreciation on assets acquired during the year is provided on pro-rata basis. Depreciation is providedbased on useful life of the assets as prescribed in Schedule II to the Companies Act, 2013.Intangible assets are amortized over their respective individual estimated useful lives on a straight line basiscommencing from the date the asset is available to the Company for its use.

d) Impairment of tangible and intangible assets:The Company assesses at each reporting date whether there is an indication that the assets are impaired. If anyindication exists or when an annual impairment testing for an asset is required, the Company estimates the asset’srecoverable amount. An asset is treated as impaired when the carrying cost of asset exceeds its recoverable value. Animpairment loss is charged to the Profit and Loss statement in the year in which an asset is identified as impaired.The carrying amount of assets are being tested on annual basis for impairment so as to determine the provisionrequired for impairment loss, if any, or for reversal of the provision, if any required on account of impairment lossrecognized in previous periods.

e) Revenue recognition:Revenue from Software Development on fixed-price, fixed time frame contracts, where there is no uncertainty as tothe measurement or collectability of consideration is recognized as per the percentage of completion method. Ontime and material contracts, revenue is recognized as the related services are rendered. Provision for estimatedlosses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based onthe current estimates. Annual technical services revenue and revenue from fixed price maintenance contracts arerecognized proportionately over the period in which services are rendered.Profit on sale of investments is recorded on transfer of title from the company and is determined as the differencebetween the sales price and the then carrying value of the investment. Dividend income is recognised where thecompany’s right to receive dividend is established. Interest and Other Income is recognised on accrual basis and ontime proportion basis taking into account the amount outstanding and the rate applicable.

f) Expenditure and provisions:All items of expenditure are accounted on accrual basis. Provisions are made for all known losses and liabilities,which involves substantial degree of estimation in measurement and when there is present obligation as a result ofpast events and it is probable that there will be an outflow of resources.

g) InvestmentsInvestments are classified into current investments and non-current Investments. Current investments are carriedat the lower of cost or market value. Any reduction in carrying amount and any reversals of such reduction arecharged or credited to the Statement of Profit and Loss. Non-Current investments are carried at cost less provisionmade to recognize any decline, other than temporary, in the value of such investments.

h) Foreign Currency Transactions:Revenue from overseas clients and collections deposited are recorded at the exchange rate as at the date of therespective transactions. Expenditure in foreign currency during the year is accounted at the exchange rate prevalentwhen such expenditure is incurred. The exchange differences arising on the foreign currency transactions duringthe year are recognized as income or expenses in the period in which they arise.Non-Monetary assets and liabilities are translated at the rate on the date of the transaction.


Non Current Assets denominated in foreign currency are translated at the exchange rate prevalent at that date of theBalance Sheet. The resulting differences are shown under the Foreign Exchange Translation Reserve.Current Assets and Current Liabilities denominated in foreign currency are translated at the exchange rate prevalentat that date of the Balance Sheet. The resulting differences are also recorded in the Statement of Profit and Loss.The operations of foreign branches of the company which are integral in nature and the financial statements ofthese branches are translated using the same principles and procedures of the Head Office. The resulting netexchange difference on translation is recorded in the Statement of Profit and Loss.

i) Taxes on Income:Tax expense comprises current year income tax, deferred income tax charges or credit and MAT/ credit Entitlementfor the year.i. Current year income tax charge will be calculated based on assessable profits of the company determined in

accordance with the provisions of Income Tax Act, 1961. It also includes, income tax charge provided if any,for such disallowances made on completion of assessment proceedings pending appeals, as consideredappropriate depending on the merits of each case.

ii. Deferred income tax charge or credit pertaining to future tax consequences attributable to timing differencebetween the financial statement determination of income and their recognition for tax purposes will berecognised. The effect of a change in tax rates on deferred tax assets and liabilities is recognised in incomeusing the tax rates and tax laws that have been enacted or substantially enacted by the balance sheet date.Deferred tax assets are recognized and carried forward only to the extent that there is a reasonable virtualcertainty that sufficient future taxable income will be available against which such deferred tax assets can berealised.

iii. Minimum Alternate Tax (MAT) credit is recognized, as an Asset only when and to the extent there is convincingevidence that the Company will pay normal income tax during the specified year. In the year in which theMinimum Alternate tax (MAT) credit becomes eligible to be recognised as an asset in accordance with therecommendation contained in Guidance Note issued by the Institute of Chartered Accountants of India, thesaid asset is created by way of a credit to the Statement of profit and loss and shown as MAT CreditEntitlement.Such Assets are reviewed as at each Balance Sheet and written down to reflect the amount that willnot be available as a credit to be set off in future, based on the applicable taxation law then in force.

j) Employee BenefitsShort Term Benefits:Short Term Employee Benefits, at the undiscounted amount in the year in which the services have been rendered, arecharged off to the Statement of Profit and Loss.Long Term Benefits:Provident Fund:Eligible employees receive benefit in the form of matching contribution from the employer to Government ProvidentFund Scheme, which is a defined benefit plan. Both the employee and company make monthly contributions to theProvident Fund plan equal to specified percentage of the employee’s salary.Gratuity:In accordance with Payment of Gratuity Act 1972, the company provides for Gratuity, a defined benefit plan coveringeligible employees. The Gratuity plan provides a lump sum payment to eligible employees on retirement, death,incapacitation or termination of employment, of an amount based on the respective employee salary and the tenureof the employment with company. In this regard the Company is contributing its liability to the Gratuity Fundmaintained under a master policy with Life Insurance Corporation of India, as advised from time to time. Theprovision is made for difference if any, between the liabilities determined under actuarial valuation carried outunder Projected Unit Credit Method and the value of funds at the balance sheet date, in accordance with AccountingStandard-15 “Employee Benefits”, issued by ICAI.Leave Encashment:The company provides for unutilized encashable earned leave based on the undiscounted value of such leavebalance eligible for carry forward as per the policy of the company.


Terminal Benefits:Terminal Benefits to employees are recognized as an expense as and when incurred.

k) Borrowing Costs:Borrowing costs that are attributable to the acquisition of a qualifying asset are capitalized as part of cost of suchasset till such time as the asset is ready for its intended use. Other borrowing costs are recognized as expense forthe period.

l) Leases:Lease of assets under which all the risks and rewards of ownership are effectively retained by the Lessor areclassified as operating leases. Lease Payments under operating leases are recognized as an expense on a straightline basis over the period of lease.

m) Proposed Dividend:Dividends, if any as recommended by the Board of Directors are accounted in the books of account, pendingapproval of the members at the Annual General Meeting.

n) Earnings Per ShareThe basic earnings per share are calculated considering the weighted average number of equity shares outstandingduring the year.The diluted earnings per share is calculated considering the effects of potential equity shares on net profits aftertax for the year and weighted average number of equity shares outstanding during the year.

o) Provisions, Contingent Liabilities and Contingent Assets:Provision is recognized in the accounts when there is a present obligation as a result of past event(s) and it isprobable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made.Contingent Liabilities, which are possible or present obligations that may but probably will not require outflow ofresources, are not recognized but are disclosed in the Notes to Accounts to the financial statement.Contingent Assets are neither recognized not disclosed in the financial statements.

p) Measurement of EBITDAAs permitted by the Guidance note on Revised Schedule VI to the Companies Act, 1956, the company continued topresent earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face ofstatement of profit and loss. The Company measures EBITDA on the basis of profit/ (loss) from continuing operations.In its measurement the company does not include depreciation and amortization expense, finance cost and taxexpenses.

q) Cash and Cash EquivalentsCash and cash equivalents are short-term, highly liquid investments that are readily convertible into cash withoriginal maturities of three months or less. Cash and cash equivalents consist principally of cash on deposits withbanks.

2.2 NOTES TO ACCOUNTS:1. Contingent Liabilities:

i) Against Bank Guarantees issued by Banks towards financial and performance guarantees outstanding as at31st March, 2016 amounts Rs.70,99,015 (Previous Year: Rs. 2,29,97,751)

ii) The following disputed Tax Liabilities are not provided for in the books of accounts:-a. Appeal pending before Income Tax Administrative Tribunal for the AY 2009-10, involving Tax Amount of

Rs.28,28, 435b. Based on the representation made for AY 2010-11 Hon’ble Income Tax Appellate Tribunal granted relief

to the extent of Rs.3,10,06,829 out of the total demand of Rs.3,85,52,400 and directed Assessing Officerto have a relook at other consequential areas. Accordingly, the revised Contingent Liability for AY 2010-11 would be Rs.75,45,571, against which Company had sufficient MAT Credit.


c. Appeal pending before Hon’ble ITAT for AY 2011-12, the original amount of tax liability being Rs.5,84,75,130and the Company, based on the relief received for AY 2010-11 on the same issues, expects the revisedliability to be Rs.1,04,15,056, against which the Company has MAT Credit available.

d. Appeal pending before the Hon’ble Dispute Resolution Panel, Bangalore for the AY 2012-13, tax amountbeing Rs.1,51,36,700

e. Appeal pending before Hon’ble Dispute Resolution Panel, Bangalore, tax amount being Rs.2,37,82,029which arose primarily on account of disallowances of carried forward losses of earlier assessment year

The above contingent liabilities are not provided in the Books of Account based on expert opinion of the TaxAdvisors. Further, the Company has unutilized MAT Credit to the extent of Rs.8,44,15,444, which shall absorbany crystallized tax liability, if any on above final outcome of appeals.

iii) There was a Service Tax demand amounting to Rs.1,02,18,344 (for the years 2010-2012, 2012-13 & 2013-14)on the Company on account of the E-Procurement contract executed in Bangladesh for the Bangladeshgovernment, treating as ‘Import of Business Support Services’, against which Company filed appeal beforeCESTAT, Bangalore.

iv) The Company had filed application for compounding before the Reserve Bank of India for obtaining permissionsunder the FEMA provisions relating to transfer of funds to the Wholly Owned Subsidiary Company by theBranch which was returned back on procedural aspects. The Company had compiled the necessary informationand is in the process of re-submitting the same through a subject expert.

2. Advances to Subsidiaries:(a) The Company has given advances to its wholly owned subsidiary viz., GSS Infotech CT Inc (Delaware), GSS Healthcare IT

Solutions Private Limited and GSS IT Solutions Private Limited with no specific repayment schedule.(b) Information pursuant to clause 32 of Listing Agreement with Stock exchanges w.r.t. Loan and Advances in the nature of

loans to wholly owned subsidiaries is as given below:

(Amount in ` )Particulars Balance as on Maximum Balance Outstanding

during the year31.03.2016 31.03.2015 31.03.2016 31.03.2015

` ` ` `GSS Infotech Inc. 14,93,85,953 14,09,62,864 14,93,85,953 14,26,29,464GSS IT Solutions Private Limited 18,50,000 18,50,000 18,50,000 18,50,000GSS Health Care IT Solutions Private Limited 1,48,11,533 9,84,18,115 11,52,64,590 9,84,18,115

3. Employee Stock Options:An application for in – principle approval for listing of 20,00,000 shares has been made to the stock exchanges under thename & style “GSS Infotech Limited Restricted Employee Stock Option Plan 2013”, which got approved by the members atAGM held on 19.7.2013 and subsequently got approved by NSE & BSE. However, during the year under review, there was nogrant of options by the Board to the eligible employees.

4. Investments:The Company has an investment in the form of 1500 Equity Shares (Previous year : 1,500 equity shares) in M/s GSSInfotech Inc (Delaware), which is a Wholly Owned Subsidiary Company, amounting to Rs.87,34,80,744 (Previous Year :Rs.87,34,80,744). The Company evaluates the carrying cost of Investment based on Audited Financials of the US SubsidiaryCompany, which is done by the local Auditor in US. During the previous year 2014-15, there was impairment of goodwillin US step down subsidiaries which resulted in loss to the extent of Rs.134,92,99,076. The value of these investments weretaken on record, based on the Audited Financials of the US Subsidiary Company, as certified by the US local Auditor. Asthere was diminution in the value of investments in the Wholly Owned Subsidiary Company, the Company had made aprovision to the extent of Rs. 134,92,99,076 during the immediately preceeding financial year 2014-15. There are no suchinstances during the current financial year under reporting.


5. Foreign Exchange fluctuation (gain)/loss includes proportionate share of the written back amount related to accumulatedexchange difference from Foreign Exchange Translation Reserve on account of impairment of investment in the whollyowned subsidiary.

6. Details of Remuneration to Auditors:


` `

For Statutory Audit 12,00,000 12,00,000For Taxation mattersFor Certifications - -For reimbursement of expenses 4,807 10,109

Total 12,04,807 12,10,109

7. Employee Benefits:

Defined Contribution Schemes:

The Contributions to Employees Provident Funds and Miscellaneous Provisions Act, 1952 made and charged off duringthe year is Rs. 60,27,289/- (Previous Year: Rs. 59,51,739/-)

Defined Benefit Plans:

Leave Encashment:

The Present value of obligation in respect of Earned Leave Encashment payable to employees on termination is determined,recognized and charged off during the year are as under:


` `

Expenses recognized during the year 6,26,694 11,29,314Value of obligation at the year end 15,22,393 23,43,472

Gratuity:

The Present value of obligation in respect of Gratuity to employees on termination is determined based on actuarialvaluation using Projected Unit Credit Method.

The Company has created GSS Infotech Ltd Employee Group Gratuity Assurance Scheme Trust (GSSGGAST) to implementgratuity scheme and contributions are being made to the designated scheme operated by LIC of India.

The details of obligation and funded assets are as under:


` `

Expenses recognized during the year 12,20,718 1,66,958

Present value of obligation at the year end 6,73,107 --

Present value of Planned Assets at the year end 31,24,315 42,81,402

8. Tax Expense:

i) Current Income tax represents tax on income payable as per relevant statutes of the respective countries recognizedand provided.

ii) Minimum Alternate Tax Credit, where there is certainty in availing the tax credit against the taxes on income paid,are recognized and shown as “MAT Credit Entitlement” under Loans and Advances in the financial statements.


iii) Deferred Tax:

Movement of provision for Deferred Tax for the year ended 31.03.2016 is as given below:

Particulars Deferred Tax(Liability)/Asset in Rs.

Timing Difference on Account of WDV of assets 78,58,679Timing Difference on Account of Provision of Leave Encashment 15,22,393Timing Difference On Account Schedule II Depreciation as per Companies Act 2013 14,39,342Timing difference (a) 1,08,20,414Deferred Tax Asset as on 31.03.2016 @ 30.9% on (a) 33,43,508Less: Deferred Tax Asset as on 31.03.2015 13,93,613Asset written off During the year (19,49,895)

9. The Company had given certain advances to its fully owned subsidiary Company M/s GSS Healthcare towards businessactivity with US Client through its US Subsidiary, M/s GSS Infotech Inc. Subsequently, the US Client failed to pay theamounts due, despite several steps taken to collect the same in US. These amounts have been written off in US books,which are duly audited thereon. Consequently, the wholly owned subsidiary had also written off in its books theseamounts and the Company had also written off these advances paid to the wholly owned Indian subsidiary amounting toRs.10,04,51,239 which is duly approved by the Board.

Considering all the facts, the Board had passed resolution confirming the write offs and certain written back’s during thecurrent year in the Books of Account.

10. Prior period items include amounts paid towards Service Tax consequent upon Audit taken up by the concerned Departmentwhich pertain to earlier periods and also certain Income Tax payments.

11. DUES OF MICRO AND SMALL ENTERPRISES:

The information as required to be disclosed under Schedule III of the Act, w.r.t. Micro and Small Enterprises under theMicro, Small and Medium Enterprises Development Act, 2006 (Act) is as given below and the information mentioned atNote no. 7- Trade Payables w.r.t. dues of Micro and Small Enterprises, has been determined to the extent such parties havebeen identified on the basis of information available with the Company and relied on by the auditors:


a. Principal amount remaining unpaid as on 31st March NIL NIL

b. Interest due thereon as on 31st March NIL NIL

c. Interest paid by the Company in terms of Section 16 of Micro, Small NIL NILand Medium Enterprises Development Act, 2006, along with the amountof payment made to the supplier beyond the appointed day during the year

d. Interest due and payable for the period of delay in making payment NIL NIL(which have been paid but beyond the appointed day during the yearbut without adding the interest specified under the Act )

e. Interest accrued and remaining unpaid as at 31st March NIL NIL

f. Further interest remaining due and payable even in the succeeding NIL NILyears, until such date when the interest dues as above are actuallypaid to the small enterprise for the purpose of disallowanceas a deductible expenditure under section 23 of the Act


12. The Balances of Trade receivables, Loans and Advances and Trade payables are subject to confirmation and consequentialadjustment if any required.

13. Current Assets and Loans and Advances:In the opinion of the Board of Directors the Current assets, Loans and advances have a value realization in the ordinary courseof business at least equal to the amount at which they are stated and provision for all known liabilities has been made.

14. Leases:The Company has operating lease for office premises, which is renewable on a periodical basis and cancellable at itsoption. Rental expenses for operating lease recognized in Statement of Profit and Loss is Rs.1,75,97,192/- (Previous Year:Rs. 1,19,65,965/-)The future minimum lease payments are as given below:

Particulars 2015-16 2014-15` `

Not later than one year 1,31,47,625 1,25,33,250Later than one year and not later than five years 70,21,875 2,01,69,500Later than five years —NIL— —NIL—

15. Details of Balances with Non-Scheduled Banks:Name of the Bank‘s As at As at Maximum Balance outstanding

2015-16 2014-15 during the year2015-16 2014-15

` ` ` `

Harris Bank 33,379 55,269 37,48,907 1,51,99,293First Niagara 87,136 1,62,363 83,18,456 96,18,757Indian Bank, Singapore 1,94,162 1,80,220 1,94,162 1,91,033SBI Bank, Bangladesh 62,81,775 33,55,500 84,78,626 75,19,393

16. Segment Reporting:Business Segments:The Company operates in a single business segment i.e., Software Services.Geographical Segments:

Particulars 2015-16 2014-15` `

Business from United States of America 17,39,63,287 23,02,20,395Business from Middle East - -Business from Singapore - -Business from Bangladesh 2,21,77,013 2,20,62,420Domestic 10,21,42,080 10,11,97,187Total 29,82,82,380 35,34,80,002


17. Transactions with Related Parties:The List of Related parties with whom transactions have taken place and nature of relationship is:A) List of Related Parties:

i) Subsidiaries:a) GSS Infotech Inc (A Delaware Company)b) GSS IT Solutions Private Limitedc) GSS Healthcare IT Solutions Private Limited

ii) Step down Subsidiaries:• GSS Infotech CT Inc (Formerly known as System Dynamix Corporation)• Infovision Technologies, Inc• GSS Infotech NY Inc (formerly ATEC Group)• InfovistaTechnologies Inc• Technovant Inc• GCI Systems Inc

iii) Key Management Personnel:Mr. Bhargav Marepally Chief Executive Officer And Managing Director

iv) Mr. Ramesh Yerramsetti DirectorB) Transactions with Related Parties:

2015-16 2014-15Particulars Amount During Outstanding as at Amount During Outstanding as at

the year 31.03.2016 the year 31.03.2015Managerial remuneration toKey Management Personnel - - - -Investment in capital of Subsidiaries - 87,36,80,544 - 87,36,80,544Advances to Subsidiaries (7,51,83,493) 16,60,47,486 7,35,37,055 24,12,30,979Sales to Subsidiaries 7,29,00,085 25,61,25,786 10,52,44,963 24,38,27,383Loan Received 7,28,048 13,71,845Repayment of Loan Received 6,43,797 14,99,301

Disclosures in respect of transactions which are more than 10% of the total transactions of the same type withrelated party during the year.

Nature of Transaction Name of the Party 2015-16 2014-15` `

Advances to subsidiaries GSS IT Solutions Pvt ltd. - -GSS Healthcare IT Solutions Pvt ltd 2,57,99,074 8,82,23,006

Amounts written off GSS Healthcare IT Solutions Pvt ltd 10,06,61,128 -Sales to subsidiaries GSS Infotech Inc(Delaware) 3,47,71,293 6,46,57,933

GSS Infotech CT Inc 2,85,74,695 2,74,12,133GSS Infotech NY Inc 95,54,096 1,24,99,423

Investment In Subsidiaries GSS Healthcare IT Sol (P)Ltd - -GSS Infotech Inc(Delaware) - -

Repayment of Loan Received Ramesh Yerramsetti 73,389 2,41,848Repayment of Loan Received Bhargav Marepally 5,70,408 12,57,453


18. EARNINGS PER SHARE (EPS):The Numerator and denominator used to calculate Earnings Per Share:

Particulars 2015-16 2014-15` `

A. EARNINGS:Profit attributable to Equity Shareholders 4,40,68,935 (134,77,88,101)

B. NO.OF SHARES:Weighted average number of Equity Shares outstandingduring the year (Nos) – Basic 1,69,36,843 1,69,36,843Weighted Average number of Equity shares arising out of outstandingstock options that have diluting effect on Earnings Per Share - -Weighted average number of Equity Shares outstandingduring the year – Diluted 1,69,36,843 1,69,36,843

C. EARNINGS PER SHARE:Earnings per Share of Par Value Rs.10/- each – Basic 2.60 (79.58)Earnings per Share of Par Value Rs.10/- each – Diluted 2.60 (84.56)

19. Income and expenditure in Foreign Currency :2015-16 2014-15

` `1. Expenditure in Foreign Currency Towards:(On Accrual basis)

Travelling Expenses 21,58,443 17,93,320Foreign Branch Expenses incurred abroad 9,78,44,940 11,46,91,881

2. Earnings in Foreign Exchange: (On Accrual Basis)FOB Value of Exports 19,61,40,299 25,22,82,815

3. CIF Value of Imports:Capital goods Nil Nil

4. Remittance of Dividend in Foreign Currency:No. of Shareholders Nil NilNo. of Shares Held (Nos.) Nil NilAmount of Dividend paid (Net of Tax) Nil Nil

5. The other particulars as required are not given as the same are not applicable to the Company for the Current Year.

20. Rounding off & Regrouping:The figures are rounded off to the nearest rupee and previous year’s figures have been regrouped where necessary tocorrespond with current year’s figures.

21. The Notes referred to in the financial statements form an integral part of Accounts.

For Sarath & Associates for GSS Infotech LimitedChartered AccountantsFirm Regn No: 005120S

P.SARATH KUMAR Bhargav Marepally Keerthy Jaya TilakPartner CEO & Managing Director DirectorMembership No:21755

Place: Hyderabad Sanjay Heda Lalit Kumar TiwariDate:30.05.2016 Chief Financial Officer Company Secretary


Form No. MGT-11Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules,2014]

Name of the Company : GSS Infotech Limited

CIN : L72200TG2003PLC041860

Address : Level – 3 and 4, Brigade Towers, Plot no. 30 and 31, Financial District, Nanakramguda,Gachibowli, Hyderabad, Telangana State – 500032

Name of the member(s) :

Registered Address :

E-mail ID :

Folio No/Client ID DP ID :

I/We, being the member(s) holding shares of the above named company, hereby appoint

1. Name :

Address :

E-mail ID :

Signature : ______________________________________________, or failing him

2. Name :

Address :

E-mail ID :

Signature :

as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf on Friday, the 30th Day of September, 2016at 10.30 A.M. at Ellaa Suites, Lotus Hall, Hill Ridge Springs, 25 Kancha, Gachibowli, ISB Road, Hyderabad - 500 032 and at anyadjournment thereof in respect of such resolutions as indicated below:Ordinary Business:1. Adoption of Audited Standalone and Consolidated Financial Statements of the Company as on March 31, 2016.2. Appointment of Mr. Mark Silgardo, Director who retires by rotation and offers himself for reappointment.3. Appointment of M/s. Sarath and Associates, Chartered Accountants, Hyderabad as the Statutory Auditors of the

Company from Conclusion of this annual general meeting to the conclusion of the 16th annual general meeting of thecompany to be held in the Year 2019.

Special Business:4. Appointment of Mr. Bhargav Marepally as the Managing Director of the Company for a period of 5 years with effect

from 01st June, 2016.5. Approval of offer or invitation to subscribe to Non Convertable Debentures on Private placement.

Signed this ____________________ day of _______________ 2016

Signature of shareholder:

Signature of Proxy holder(s) :

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of theCompany, not less than 48 hours before the commencement of the Meeting. (i.e., by 10.30 a.m. on Wednesday, the 28th dayof September, 2016)

Affix 1/-revenuestamp

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GSS INFOTECH LIMITEDCIN : L72200TG2003PLC041860

Level–3 and 4, Brigade Towers, Plot no. 30 and 31, Financial District, Nanakramguda, Gachibowli,Hyderabad – 500032, Telangana State, India.

Ph: +914044556600 Fax:+914040028703Website: www.gssinfotech.com

Attendance Slip for theAnnual General Meeting to be held on 30th September, 2016 at 10.30 A.M.

Name of the Shareholder

Name of Proxy

Signature of the Member/Proxy

I hereby record my presence at the AGM of the Company held on 30th September, 2016 at 10.30 A.M. at Ellaa Suites, LotusHall, Hill Ridge Springs, 25 Kancha, Gachibowli, ISB Road, Hyderabad - 500 032.

Signiture of the member or proxy attending the meeting :

If member, please sign here : If proxy, please sign here :

Note: This form should be signed and handed over at the meeting venue. No duplicate attendance slip will be issuedat the meeting hall. You are requested to bring the attendance slip at the venue of the annual generalmeeting.

Depository Participant ID*

Client ID*

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Regd. Folio No.

No. of Shares held


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